My Little Pony: On a Pale Horse
by Hekatonkhire
Summary: "I don't want 'laughter' or 'loyalty'. I don't require 'kindness' or 'generosity'. I have no use for love, acceptance or wish-fulfillment. No, I don't really expect you irritating little equines to be 'honest' with me either. And the last thing I want is your sugar-coated, aneurysm-inducing concept of 'friendship'. Do you know what I DO want? To be ANYWHERE else but here."
1. Houseguest

"_But the wicked are like the troubled sea, when it cannot rest, whose waters cast up mire and dirt… 'There is no peace,' says my God, 'to the wicked.'"_

* * *

The story I am about to regale to you concerns an ill-tempered, vitriolic being. We will call him Wither.

Now, Wither's story doesn't start in the world of equines and magic. No, it starts in a faraway place, a place much darker than any realm you may be familiar with.

But the story you are about to read, this particular chapter in the long and winding tale of Wither, does indeed start in Ponyville. Late one stormy autumn evening, to be precise…

* * *

**Houseguest**

_I am dead. It is ended. This grand farce has come to a halt._

This was the first thing he could think of as he rested in the warm blanket of near-unconsciousness. The harrowing ether-ride had come to a stop and the violent flashes of light had dissipated to leave a landscape of pure black. He was gone; absolutely, positively, thoroughly gone. He no longer existed, he was dead; and that fact gave him peace.

It took a moment before realization dawned on him.

If he really didn't exist anymore, then he wouldn't be able to think.

He was still, in some sense of the word, alive.

…_Damn it._

With the knowledge that he was still alive came a slow, numb feeling, akin to a foot or arm having had its circulation cut off. Sensory input trickled in slowly. He had a body, he had limbs. He was resting on something soft. His mouth was dry and he could taste something metallic. Through his closed eyelids he could see a flash of light and promptly heard a peal of thunder thereafter. He even had, to his astonishment, a sense of smell, something he had gone without for years. Although he had trouble remembering what things smelled like he was exceedingly sure he was somewhere that had an abundance of parchment.

He took a deep breath, in and out. That, too, was something he would have to get used to. He had been without the need to draw breath just about as long as he had gone without the ability to smell.

Muttering his displeasure, he willed his muscles to action, flexing his fingers and arms.

Except he couldn't feel his fingers. At all. Not a single digit from pinky to thumb on either hand. Come to think of it, he didn't even _have_ hands. All he could feel were… well, arms. He tested his legs as well, and to his irritation he could feel that he had neither toes nor feet. What he could feel that did have, to his horror, was a tail. Deciding to see what sort of hideous body he had been forced into, he flicked his eyes open.

His "fur", because that's what he assumed it to be, was a rather unsightly, pale tan color. The tail, for it was indeed a tail, was grayish-white and frayed. His legs were relatively bulky and the tan fur gave way to hard black hooves on the ends. He was undeniably some sort of horse but not any kind he'd seen. Mentally growling a few obscenities he turned his gaze from his body and to the room.

It was warm, relatively comfortable, most certainly a library. There was a haphazard mat of blankets beneath him and what looked like a research table off to his left. Rows upon rows of scrolls and books lined the walls. The more he looked at the room, the more sure he was that it was built into a tree. Taking note of the front door and the stairs his eye snapped to what appeared to be a large, quite out-of-place mirror. Deciding to get a better view, he growled and heaved himself onto all fours.

And promptly fell on his face. With much muttering and cursing he rose once more, this time keeping his balance on the stumps. Unsteadily, he slowly crossed the room and to the mirror, clumsily turning it so that it faced him. There was another flash of lightning and another peal of thunder from the outside storm before he could get a good look at himself.

Same unappealing fur color, same grayish looking tail. His 'mane' matched the tail in coloration; long and limp, it hung about his neck in thin, frayed strands. He turned his attention to his face; gaunt and angular, his skin and fur stretched thin and taut over his skull. His cheeks were hollow and his eye sockets were somewhat sunken. The eyes themselves didn't quite match the unhealthy, pallid appearance of his face. They were a shockingly vivid shade of blue so bright they seemed to practically glow. He turned his head this way and that, his ever-so-slightly-tapered ears twitching. He noticed that it wasn't just his face that looked sickly; it was the rest of him. His skin was stretched a bit too tightly over his bones and heavy musculature with almost no fat on his frame, giving him the look of someone either beginning to starve, becoming dehydrated, or in the early stages of a wasting disease. All in all, he utterly despised his current body and appearance; but the very quiet voice of his inner optimist supposed that it could be far, far worse.

There was another flash of lightning as he turned from the mirror to peer at the rows and rows of books and scrolls that adorned the Library's walls. Glancing over them, he found that he was capable of comprehending the text as if it were his native language. Many of them had odd titles, relating to equines; constant references were made to something called "Equestria". He attempted to pull several out so as to read them, but the utter lack of hands foiled his efforts.

Obviously, standing around and trying to pick at books wasn't going to get him anywhere. And he certainly was not keen on being there when the owner of the library-house-tree returned. So, setting his jaw, he turned around and shakily made his way towards the front door. Halfway there, though, something else caught his attention; a length of parchment, half-hidden beneath a table and conspicuously out of place. Tilting his head, he dragged it out into the open with one of his legs and, with difficulty, flipped it over to read it.

_Dear Twilight Sparkle,_

He paused at this, snorting loudly at the sheer absurdity of the name before going on.

_I apologize for having awoken you at such a late hour, but there is an urgent matter to which I regretfully require you to attend. Within the next few minutes, you will find upon your threshold somepony, or something, from a place very far away. I will come in the morning to speak with him._

_Sincerely,_

_Princess Celestia_

With a tilt of the head and a scoff, he pushed the paper aside. At least he now had a clear set of goals.

First, leave the library. Second, speak with the so-called "princess", or better yet, the king or queen. And third, find a way to leave this dimension that he already loathed or, if not possible, locate a cliff that he might throw himself off of and obtain the dirt-nap that he had been denied. He couldn't help but wonder, though.

What sort of ridiculous, alcohol-induced name was "Twilight Sparkle?"

As if on cue, something descended from upstairs at a break-neck speed, skidding to a halt.

There stood a purple horse. Everything was purple. Purple skin, purple mane, purple eyes. Purple horn, as well, because to his confusion the horse did indeed have a horn. He vaguely recalled the term "unicorn" being heard once in his past to describe such a thing. The purple unicorn was a good head shorter than he was; if he had to hazard a guess he would suppose it was a female.

The purple unicorn's eyes widened, and his assumption that it was female was proven correct as it spoke. "Oh! You're awake! I expected you to still be asleep! Are you feeling alright?"

He opened his mouth, coughing once before speaking. "Fine. I feel fine."

His voice was much as he had expected it to be; a deep, hoarse growl with a tendency towards irritated monotone. The other horse, unicorn, didn't look terribly convinced.

"Are you sure you're alright? You were out cold when I dragged you in, and you don't look too good." She waved a limb towards his gaunt appearance.

"I feel _fine_," he grunted in response; which wasn't untrue, he felt as if he were in perfect health. He dragged out the letter again, pushing it forward. "Assuming that you are… Twilight, Sparkle."

He had to make an effort not to scoff at the very sound of it. The unicorn perked up. "Yes, the one and the same! What's your name?"

He blinked. The fact that he would have to come up with a name had not quite occurred to him. He certainly had one, although seeing as it was of a different language entirely, didn't follow this world's naming conventions, and somewhat on the morbid side he supposed it wouldn't do. His neurons fired off as he tried to come up with a moniker that might fit; he spoke up after a moment's delay with—

"Wither."

Twilight blinked. "Wither?"

Really, he couldn't blame the unicorn for sounding puzzled. The more he said the name over to himself in his head the more asinine it sounded. It was too late now, though, he had to stick with it. His eyes narrowed, taking the opportunity to fake offense. "Yes, Wither. Didn't get to choose my name; I for one think it is fitting."

"No, no!" said the unicorn with a shake of her head, "It's, um, a nice name!"

"Wither" gave an affirmative grunt. There was a moment of awkward silence between the two equines, interrupted by another flash of lightning. With a foreleg, Wither tapped the letter.

"This 'Princess'—"he began.

"Princess Celestia."

"—Right, she can't come any sooner?"

"I don't think so, or else she would have," she responded, stepping forward, horn glowing. The parchment levitated upward, rolling up. "She mentioned you were from someplace far away; where from?"

Wither snapped his attention to the glowing horn. "Don't want to know. Why are you glowing?"

"Magic," she replied simply, as if telling someone the color of the sky.

"…_Magic_."

Twilight paused, blinking. "You really are from far away."

Wither lazily waved a foreleg around. "You don't know the half of it. Where am I?"

Twilight stepped around and began to replace the books that Wither had attempted (and failed) to read back onto the shelves. "Ponyville Library, in the land of Equestria, of course!"

_Ponyv… what gods exist, this is absurd,_ thought Wither as he smacked a leg-stump-hoof-thing against his face. Luckily, with her back turned and attention focused on the books, Twilight didn't catch it.

"You tried to read some of these books?" asked the unicorn as she turned back to Wither. The sickly-looking pony simply nodded as he made his way back to the makeshift bed.

"Tried."

Twilight nodded. "It's kind of hard to do without magic."

"Hard to do without opposable thumbs, either," growled Wither as he dropped down onto the blankets, laying his head low.

"Without… what?"

Wither sighed. "Nothing. Never mind."

There was another flash of lightning and a delayed clap of thunder. Wither shut his eyes, feigning tiredness. "Late. Might as well go to sleep, at dawn your 'Princess' will come and I'll be out of your hair… mane, by midday."

Twilight blinked, somewhat put off. "If you say so… Well, good night, then."

Wither didn't answer as she headed off back upstairs. He merely laid there and listened to the rain, consumed by the sinking feeling that his stay in "Ponyville" wasn't going to end at high noon.

* * *

"Hey! Wake up!"

Wither was roused from his slumber at the sound of an ostensibly juvenile male voice, coupled with the sensation of being poked in the face repeatedly. Snapping his eyes open, he glared up at whoever woke him.

Expecting to see a horse, he was instead greeted by the sight of what looked like a cartoonish bipedal lizard. Purple scales, green eyes, a full array of digits and opposable thumbs, the latter of which Wither was instantly envious of. Growling, he cracked his neck as before speaking.

"Who are you…? _What_ are you?"

The lizard-thing folded his arms with a scoff. "My name's Spike, and I'm a dragon."

"A _dragon_."

"Sheesh, Twilight said you weren't that friendly; she wasn't kidding."

Wither rose to his full height, stretching; he supposed that he had drifted off to sleep eventually. After having gone without needing to rest for almost a decade, it would take some getting used to. "If that statement wasn't accurate I'd smack you. Where's the purple one, and where's the so-called 'Princess'."

Spike hitched a thumb toward the door. "Outside."

"Good. Time to sort things o—GAH."

Wither had moved toward the door, and promptly fell flat on his face, forgetting exactly how one walked with four legs instead of two. Spike tried, and failed, to suppress a laugh as Wither pushed himself back up.

"Do you need any help?" asked the purple dragon once he'd regained his composure.

"No."

"Are you sure?"

"Yes."

"If you say so. Want anything to eat? They're going to be a while out there, they always take forever."

Wither blinked, steadying himself once more. Hunger, he supposed, was what the odd gnawing sensation in his abdomen was. He scowled; he'd have to _eat_ actual _food_ once more, and the thought didn't sit well with him.

"Fine. What is there to eat?"

Spike shrugged. "Hay."

_Why am I not surprised._

After devouring the so-called "meal" and weathering a barrage of questions (Where'd you come from? What's your name? How long are you staying?) from the so-called dragon, Wither tilted his head toward the door, which promptly glided open as if on cue.

Striding in through the tight fit was yet another horse. This one, however, was larger even than Wither, had a pure white coat and an odd, flowing, multicolored mane and tail. A long, sharp-looking horn sprung forth from its head and above it rested a golden tiara. A pair of wings was tucked against the equine's sides, and an image of a sun was emblazoned upon its flank.

If he had to pick a word to describe the Princess, it would have been "regal." Of course, "ridiculous" was a close second, though as far as he was concerned that term now applied to himself as well.

_So this is—_

"Princess Celestia!" exclaimed the dragon, finishing Wither's thought. The tall, white equine gave a gentle nod as Twilight trotted in, speaking up.

"Spike, would you mind going outside with me for a moment? The Princess wanted to talk with, uh, Wither alone."

The purple dragon blinked, looking between the two, and then shrugged. "If you say so."

Wither tilted his head, waiting for the pair to walk and the door to shut. Then, he flicked his azure gaze to the large white mare.

"Right, then. You know who I am. I know who you are. Let's just get this over with."

Celestia simply nodded, her voice firm and even. "Very well."

"You're the one who let me in."

"Yes."

"And the one who put me into…" he waved a leg at himself. "This."

The alicorn shook her head in the negative. "I did not choose your form; I am not entirely sure what did."

"Great. Where are the king and queen, then? The ones who rule this 'Equestria'."

"There is no king, nor queen. My sister and I watch over this land; I raise the sun, she raises the moon."

_Oh, joy, I'm conversing with a god, _thought Wither. With that little revelation, he was slightly intimidated.

"Why would you think there would be a king or queen?"

"That's how it works, where I come from."

The Princess inclined her head. "Which begs the question, one which I have anticipated an answer to since your rather hasty arrival; where exactly _do_ you come from, and how did you get here?"

Wither pawed (hoofed?) at the floor once. He could dodge the question when approached by horses and so-called dragons, but he didn't think it wise to try and deceive a god. He supposed he could afford to be honest and plain; at least a little bit.

"As asinine as it sounds, I come from another… place. Very, very far away. No talking horses, the only sentient beings are bipeds."

"I see," said the Princess, "And how did you come to arrive here in such a chaotic fashion; I had little choice in the matter of allowing you entry."

Wither stared at the sun goddess for a long moment, still as stone. She stared back, relaxed. Then, with a flick of an ear, the sickly-looking pony gave his answer with a tone of nonchalance.

"I died."

"You died?" said Celestia with a soft blink.

"Mhm."

"I understand that it must be a sensitive subject, but, may I ask how?"

Wither exhaled, slowly, irritably. The incident was painfully fresh and emblazoned in his mind; he wasn't terribly excited to discuss it, least of all with the Princess. "I died, and came here. Doesn't matter how."

The Princess nodded. She wasn't the least bit satisfied, but was not about to push the subject. "Very well. Now, regarding your stay in—"

"Stay?" interrupted Wither, "What do you mean, 'stay?'"

Celestia blinked as Wither pressed on. "I don't think either of us would like for me to pay this place an extended visit. Don't you have some sort of portal magic?"

"I am afraid not."

"You let me _in_; surely you can let me _out_."

Celestia shook her head. "I do not know how to send you back, Wither."

"Not _back_," the gray-maned stallion hissed, "I meant _out_. I don't want to go back."

"Why would you wish to leave?"

"The last thing I want is to spend another lifetime as a damned horse, and—"

"**Pony**, is the correct term, Wither," said Celestia, this time with very clear steel in her voice. Wither paused, then clamped his mouth shut, seething.

"As I said before, I do not know how to send you back. However, so long as you mind yourself you are welcome in Equestria, and I will, should I have time, find a way for you to leave."

Wither let out an irritated sigh. "Right. Direct me towards the nearest cave, I'll reside there until you can send me off."

"Cave?" Celestia shook her head with what looked like a little, mischievous smirk. "You are, like it or not, a guest here in Equestria; it would be rude of us to have you sleep within a cave."

"_Fine_, then. A hut out in the woods."

Celestia tilted her head, as if in thought. Then, to Wither's surprise, she turned toward the door, calling out. "Twilight? Could you come in here for a moment?"

"The purple one?" asked Wither as the pony in question entered with a confused expression.

"Twilight, Wither, as you know, is from a place that is quite far away. And, unfortunately, I have no current way to get him back to his home."

Twilight nodded in affirmation. "So, you'll be taking him to Canterlot, then?"

Celestia shook her head. "I had hoped that he would be able to reside here, until we can return him to his home."

Wither blinked, aghast. There was no way in any hell, equine or bipedal, that she had suggested he stay within close proximity of the natives. "Here? With her? And the dragon?"

"Yes. Would you be able to accommodate him, Twilight?"

The unicorn blinked, not seeming thrilled at the prospect of Wither staying in her home. "Well… I have enough room, I suppose."

"No, really. I'd be fine with a cave."

"I could use always use another hoof around the library."

"Or a large tree."

"And I'm sure the girls could use some help, too, this time of year."

"Or a hole."

"Very well then," Celestia said with a nod. "I will be sure to keep you updated as to the status of the so-called 'portal', Wither."

Wither's eye twitched; every neuron in his brain told him to vehemently decline, but vehemently declining could mean being reduced to his current equine state forever. What was worse (or good, he couldn't decide which), this shell was susceptible to aging. So he didn't _have_ forever.

Celestia wore a satisfied, barely visible smirk as she turned to Twilight, bidding her farewell. The alicorn disappeared through the door, a few stray sparkles from her tail marking her departure. The gaunt pony gritted his teeth; the concept that he was at the mercy of something irked him to no end. He was just glad that his future interaction with the so-called princess would be infrequent.

Twilight interrupted his mental grumbling with a sigh. "Just wait until they hear about this."

Wither growled, an odd sensation on the back of his neck telling him something was about to go horribly wrong. "'They.' Who is 'They'?"

He got his answer as the door exploded.


	2. The Welcome Wagon

**The Welcome Wagon**

At once, the room became filled with five more ponies, a multicolored dervish of color to Wither, each of them seemingly running their mouths at top-speed. The gray-maned pony simply stood there, blinking lazily, waiting for the tumultuous roar to die down and for his presence to be registered. As far as he was concerned they could take as much time as they wanted with the latter.

"That was _Celestia_ outside—"

"—Is something amiss with—"

"Is it a party?! Are we invited!? Is—"

"Y'all said somethin' about a visitor-"

"Girls, _girls_! One at a time!"

As they all seemed to take a collective inhale, Wither cracked his neck and looked them over. Perhaps the most absurd-looking of them was flying in mid-air with a pair of wings, her coat the color of the sky. More ridiculous still were the mane and tail, both of which were branded with the colors of the rainbow. Magenta eyes narrowed as she crossed her forelegs mid-hover, speaking up in a somewhat scratchy voice.

"Well, come on! Celestia was outside, and she never visits! Spill!"

The next one, quite firmly on the ground, was stark white. The mane and tail were violet, and both heavily styled. Like Twilight, this one had a horn as well. When she spoke, however, the accent gave Wither an instinctual urge to bludgeon something.

"Quite right; did she have some important matter to discuss regarding magic? Or Canterlot?"

One of them, with an eye-watering pink coloration all over, from coat to cotton-candy mane, appeared to teleport right in front of Twilight, blue eyes wide as cannonballs. The words out of her mouth seemed as if they weren't spoken so much as shot out at light speed.

"It was a party, wasn't it? I was just passing by and saw Celestia's chariot, and I thought for a moment that something might be wrong, but then I figured that there _had_ to be something good going on because mrffmrmr…"

The pink one was cut off by a hoof in the mouth, courtesy of another wingless, hornless horse colored tan and blonde. This one looked odd compared to the rest, if only for the hat and hair-tied tail and mane. She spoke with a drawl.

"Sorry t' cut you off, Pinkie, but I've just got to ask—"

_Damn it._

"—who's that feller, over there?"

As if sharing some sort of insidious equine hive-mind, the five ponies turned their heads and trained their gazes on Wither. He noticed now that there were indeed five and not four; one of them, winged, with a yellow coat and pink mane, hadn't spoken at all; he could have sworn she was some sort of inanimate object. The blue one spoke up.

"Yeah! Who's that?"

The pink pony gasped, seeming to leap ten feet into the air, a giant, eager grin (Wither would later swear that it was an evil, maniacal smile) on her face.

"You're new, aren't you?!"

He resentfully started to answer, but was cut off by an exclamation of "GREAT!" and a great blowing of air as the pink mare disappeared in milliseconds. Wither blinked, not entirely sure what to make of things. Thankfully, the purple unicorn picked up the ball.

"Girls, this is Wither. He's from, uh, very far away; and Princess Celestia asked for me to give him lodging until he can get back home."

The white unicorn gave a noise of acknowledgement; the tan one tipped her hat. The timid yellow thing merely blinked once whereas the rainbow-maned pegasus flew right up to him.

"Far away, huh? Where from?"

Wither grimaced. "You've probably never heard of it; who're you?"

The flying mare did an impromptu backflip before speaking. "Rainbow Dash, fastest flier in Equestria!"

_Subtle name,_ Wither thought, resisting the urge to roll his eyes.

The tan pony raised a foreleg, tipping her hat. "Name's Applejack. Nice t' meet you, Wither."

Wither grunted an affirmative as the white one spoke up and his urge to bludgeon returned. "I am Rarity, Ponyville's tailor and dressmaker. It's pleasing to see a new face here in Ponyville."

The gaunt pony didn't respond and merely flicked his gaze to the yellow one. She made a few attempts at speaking before finally managing an almost-whisper that sounded like "My name's, um, Fluttershy."

"…Right. And the one that appeared to teleport away?"

Twilight nodded. "That's Pinkie Pie."

"And she flew off as if she'd seen a specter because…?"

"Oh, probably getting your welcoming party ready."

"A… party."

The cyan Pegasus nodded. "Yep! The whole town usually turns up; nobody misses a Pinkie Pie Party."

Wither's eye twitched. As one might have guessed, he was not the most sociable person. Hand in hand with his sandpaper-textured personality was his innate discomfort of crowds; an instinctual response to days when he could have been stabbed in the face at any time. In the rare event that he was dragged to a party or gathering in the past, he had the knack of choosing the most secluded corner and plunking himself down in it.

As much as he would have loved to lock himself in a room at the prospect of a party, though, he wasn't about to be reduced to cowering in a corner by a psychotic pink horse.

Wither took a deep breath. "I… it… nnngh… where."

The pony in the hat answered him. "Ah don't know; it's s'posed to be a secret, and it changes every time."

"Oh, that's just wonderful."

"They are always rather marvelous," stated the white one, nodding as if to affirm her statement. Wither merely sighed, glaring about the room, already trying to formulate how best to end things before he was driven insane. The mares took this time to quietly converse among themselves. Wither wasn't quite sure what they were saying, he only caught snippets here and there, but he was rather sure that they were questioning the purple one's sanity and asking her when he would be departing.

After a full minute or two of deliberation, which Wither didn't mind as it took attention off of him, the ponies did a collective about-face. The pony with the hat spoke first.

"Well, since yer new here, we might as well give ya a tour 'round Ponyville, t' get yer bearings and all."

"Yes," agreed the white unicorn, with a smile that was probably forced, "it simply wouldn't do to have you wandering about aimlessly."

The gaunt stallion turned his icy gaze onto each of them in turn before looking to the door.

"Fine. Lead on."

* * *

"This here," said Applejack, waving a foreleg at the building before the group, "is Sugarcube Corner. The cakes own the place. 'S got some of the tastiest food in Ponyville."

Wither wrinkled his nose; even from his spot on the street he could smell the aroma of sugary baked goods. He was rather repulsed by the smell, yet at the same time curious; what sort of nonsense could these ponies make?

"Like what?"

The rainbow-maned pegasus answered. "All sorts of stuff. Cake, pies, cupcakes…"

"Especially cupcakes," nodded Applejack. Wither grimaced.

"Right. Cupcakes."

"You aren't fond of cupcakes?" asked the white one, eyebrow raised.

"No. Or anything else sweet, for that matter. What else is there to visit?"

The four mares exchanged looks before the pony in the hat took the lead once more. "Well, there's the town hall…"

"Not going to bother with it."

"Figured ya wouldn't," replied Applejack.

The group walked in silence down the street for a few moments. The farmer walked in front, Wither just behind her. Rarity and Rainbow muttered quietly to one another behind them, whereas the one called Fluttershy kept glancing over at Wither from the back of the group as if afraid he might suddenly kick someone in the head.

He had half a mind to do just that; the more of the little town he beheld, the more incredulous he became. The various inhabitants gave him smiles and waves as he passed by, which he either ignored entirely or met with a glare. They passed by the aforementioned town hall, a few shops, a restaurant, and a schoolhouse. The schoolhouse didn't even rate an angry look from Wither; he just kept on walking. For the most part, Applejack did the talking; the other three mares just watched. That is, until they reached a large, rather opulent-looking building.

Wither cocked an eyebrow. "What's this?"

"This," said Rarity with a grandiose gesture, "is the Carousel Boutique. One of the finest tailors in Equestria, operated and owned by me! Dresses, hats, saddlebags, scarves…"

Rarity went on and on, obviously rather proud of her establishment. All Wither heard was a high-pitched droning noise as became acutely aware of how much he despised the idea of saddlebags, dresses, scarves, more or less everything that she had talked about. He snapped back to reality as he realized that the white unicorn was staring at him expectantly.

"…What?"

"I said, are you in need of any sort of clothing, dear?"

Wither blinked, then scowled. "No."

"Oh, you brought your own, then?"

"Didn't bring anything. I travel light," muttered Wither, moving on. Rarity blinked.

"Nothing? Not so much as a saddlebag?"

"No," growled Wither, annoyed. "I wasn't necessarily planning on taking a journey."

Rainbow hovered over to Wither's side, forelegs crossed. "Y'know, you never told us where you came from, anyway."

"Far, _far_ away," responded the gaunt pony with a flat scowl. He was met with a burst of questions.

"Did y'all have any sorta' apples?"

"Did the Wonderbolts ever perform there?"

"What is the fashion like?"

"Um. Were there any bunnies?"

Wither growled. "Yes, no, don't know, yes. Don't ask me anything else."

"Why not?" they asked in unison as they turned a corner towards what looked like a rather sizeable apple orchard.

"Because it's the last thing I want to be asked about if I'm asked anything at all. What's this?"

The mares looked somewhat taken aback at the harshness of the reply, staring for a moment before Applejack cleared her throat and gestured around her.

"This here's Sweet Apple Acres, mah family's farm. We grow just about every type'a apple there is."

Wither looked up at one such apple tree, burdened with several dozen red fruit. He wasn't terribly fond of apples and apple accessories.

Granted, he wasn't terribly fond of anything.

"How do you harvest them?" asked the gaunt pony, turning his eyes once more to the farmer. He was curious as to just how a bunch of horses with no hands were capable of farming anything, especially a fruit that grew on trees.

"We buck 'em," replied Applejack simply. "Hit the trees an' the apples come tumblin' down."

"Harder than it looks," chimed in Rainbow, earning a scoff from Wither.

"Hard? Bah. Sounds nauseatingly simple."

Applejack cocked an eyebrow, readjusting her hat. "That so?"

"Mmhm."

"Well, we can always use another hoof 'round the farm. Maybe we'll see just how simple it is for ya."

Wither narrowed his eyes at the farmer's grin. "Can't wait."

"Well, yer gonna have to. We've still gotchyer party to go to."

Wither blinked, ears flattening against his skull as he grit his teeth. "The party being held who-knows-where."

"Well," said the farmer as she started to trot back into the direction of the library, "maybe Twilight knows."

"Right."

* * *

_I am not staying here. I am not consigning myself to this nonsense._

With the afternoon sun above him covered by a thick blanket of clouds, Wither glared spitefully at the wooden door of the treehouse library as the four mares looked on, already knowing what was inside.

_I will humor these little equines until I can find a way to leave, drive them off or get a body with opposable thumbs. Whichever comes first._

He clenched his teeth and took a deep breath. He practically stormed through the door and into the darkened library; head held high, his face set in a snarl.

_But first and foremost, the task at hand. I am not going to allow myself to be intimidated by the threat of a—_

"PARTY!" shouted the pink baker, throwing her arms into the air. She was joined in her exclamation by a similarly loud, cheering mass of ponies, all hopping up and welcoming him. It wasn't quite everyone, as it wasn't even evening yet and they had jobs to do, but it was a rather impressive showing nonetheless.

Wither grimaced, leaning back, his insides tightening and his ears plastering themselves to his skull. The urge to bolt right back out the door was manifested itself in a strong, gnawing sensation in the back of his head. Equally strong was the disappointment that he felt for himself.

He had just been spooked by, of all things, a bunch of loud ponies. How far he had fallen.

Immediately his wide, dilated eyes skimmed over the crowd, looking for a secluded spot. Thankfully he found one; all the way at the back, at a rack of seldom-touched books. He willed his limbs to action, stiffly and slowly making his way through the crowd. He must have given out his name a thousand times on the way there, answering other questions with shakes of the head or narrow verbal deflection. Crossing the sea of multicolored horses seemed to take forever.

Then, finally, he got to his long-sought-after corner. Once there, he did an about face and settled down, turning to look out at the party. The knowledge that his was back to the wall was comforting, and his muscles loosened up a bit.

The ponies seemed to realize that the sickly-looking new arrival didn't do very well at all in crowds, and for the most part, kept their distance, taking the opportunity to mingle and chat amongst themselves. For that, Wither was thankful, and felt his primal nervousness slowly being replaced by the usual vitriol and irritation.

"Are you alright? You don't look very good! Are you not a party person? If so, I'm sorry, I didn't know, it's kind of hard to tell sometimes and—"

Wither flinched, his eyes locking onto the apologetic pink mare that had materialized beside him and started talking at the rate of several miles per minute.

"Don't DO that!"

"Do what?"

Wither eased back into his original position, grimacing. "Pop out of thin air."

"Okie dokie lokie!" said Pinkie with a firm salute. Wither rolled his eyes, turning his attention back to the crowd.

"So what's wrong? Is it the party?" asked the mare, with wide eyes and an unsure smile.

"Crowds. I hate crowds."

"Why's that?"

Wither blinked, looking sidelong at the inquisitive pony. "Because I do. Haven't you got some… party-related thing to do?"

"Nope! I did it all on the way over! Refilled the punch bowl, got more cake, more streamers…"

"You must've forgotten something."

The pink mare rubbed her chin with a hoof, thinking. Then, with a gasp, she leapt up, darting off in a flash and disappearing from view. Wither sighed, returning to his vigil.

With the pony of honor sequestering himself into a corner, and there still being a good amount of daylight left, the partygoers seemed to thin out rather steadily. Those that stayed continued to chat and mingle; and Wither noticed that often they would look or gesture over to him mid-conversation, observing him. He narrowed his eyes whenever they did this, scrutinizing them, trying to lead their lips.

As he examined them, however, he noticed something odd. All of them, each and every one without exception, had strange symbols on their flanks. They varied widely in color and appearance, but they all had roughly the same size and were in the same position. The white unicorn's mark was that of several gems; the pink dervish had several balloons as her mark; and the farmer, of course, had apples.

He scowled, flicking his gaze to Twilight, who was nearby, not terribly surprised at the sparkles that adorned her side. Obviously, they weren't born with the marks; else he'd have one, too. But in some cases they seemed to fit too well with the ponies; names. They must have been some sort of rite of passage, or ritual marking. Tattoos of some kind.

"Um, can I help you, Wither?"

Wither flicked his gaze from Twilight's backside to her face, which was a rather bright shade of red. He gestured to the mark on her side.

"What is that?"

"Um… what's what?"

"That," growled Wither, gesturing once more, "the mark on your side. You all have one."

"You mean our Cutie Marks?"

_If that isn't the most absurd name for something that has ever been conceived, then I don't know what is._

Wither slowly nodded his head. "Yes. Never seen one."

"Ponies don't have them where you come from?"

_Oh, damn it all. _"No. We have them. They're just rare."

Twilight stared at him for a long moment, analytical, as if he were some eldritch artifact. Then, she blinked.

"Oh. Well, normally, foals get them when they discover their special talent; something that they're really good at, or something unique. It's odd that you're a full-grown stallion and don't have one yet, but it's happened; some ponies don't find their special talent until later in life."

Wither grimaced. He did indeed have a special talent; in his previous life he was one of the best in doing what he did, but what he did wasn't exactly nice. Or ethical. Or socially and spiritually acceptable, for that matter. But he was a pony, now, and more than that he was a pony without the means to use magic or hold things. So it made sense that his "special talent" wouldn't have carried on into his equine existence.

That didn't mean he couldn't be irritable about it, which he most certainly was. It wasn't so much about him being a visible oddity, for he could care less about what the ponies really thought of him; but it was another reminder of just what he was doomed to.

"Right. Mhm. Makes sense," said Wither, irritated further. "Not a big concern."

Twilight nodded. "I thought so, you must be more focused on getting home than anything."

To this, the pale stallion said nothing; he turned his head to the ever-decreasing partygoers, watching them for a moment. When he turned back to Twilight, the purple unicorn's expression was one of embarrassment.

"Um, sorry. Sensitive subject?"

At the mention of subjects, he supposed that the current subject needed a change. He spoke as he gestured to the ponies remaining. "When's this supposed to end? Getting into evening, now."

"Oh, well, it won't be too much longer I think."

"In that case, I'll be over _here_, not being bothered, until the 'festivities' end."

Wither plunked himself back down and continued to watch. Twilight gave an unsure nod, and then turned away to converse with her friends.

* * *

Finally, the last of the ponies dispersed, leaving only Twilight and Pinkie Pie. Twilight because it was her house, Pinkie because she had equipment to take home.

"Banner, check! Table, check! Food, check! Party Cannon, checkity check! That's everything!"

Really, he didn't quite know where she put it. He wasn't sure he wanted to know, the answer would likely have broken his psyche.

"Don't worry, Wither! Next time I'll make sure the party's not as big, but twice as fun!"

Wither growled as she patted him on the head with a hoof. He supposed that the ponies had some sort of fun from simply watching them, but as one would imagine he didn't consider party games and celebrations fun.

"Stop touching me."

The pink mare gave his head one last tap for good measure, and then bounced away happily.

Wither muttered obscenities under his breath for a moment, and then rose to his hooves.

"Well, that nonsense is done with. Good damn riddance. Thought it would never end."

Twilight blinked as she closed the door behind Pinkie and looked over to Wither. "I thought it was good; Pinkie's parties always are."

Wither scowled. "I hate parties."

"Who would have guessed?" wondered Spike, whom Wither had lost track of during the party. The purple dragon descended from upstairs, carrying a stack of scrolls and books, putting them on empty spots in shelves with the help of Twilight. Wither narrowed his eyes.

"Very funny."

"So you're going to be staying with us for a while?" asked the little dragon, dusting off his scaly palms as he slid the final book into place. "For how long?"

"If all goes well, not long."

"Why do you say that? You don't like it here?"

"No, if that wasn't obvious."

"It kind of was, it's like you're always sitting on a cactus."

Wither tilted his head, staring at the dragon, who stared right back. Then, with an irritated sigh, he cantered over to his makeshift bed, and curled up on it, snapping his eyes shut.

"Going to get some rest. Or at least try to. Do whatever."

Twilight nodded, slowly, stepping away from the bookshelf and towards the stairs. "Um… alright. Good night, then. Come on, Spike, I've been needing your help with…"

And with that, the unicorn and the dragon ascended the stairs. Wither shifted his weight, and spent the better part of the rest of the night in a light, dreamless slumber.


	3. Wither, Master Apple Farmer

**Wither, Master Apple Farmer**

Wither was already awake and irritated by the time Twilight rose from her sleep and came downstairs. The sickly-looking pony had occupied himself with reading a rather sizeable, well-read book.

Given the fact that he was struggling to flip every other page and continued muttering the words "What I wouldn't do for opposable thumbs…" every five minutes, Twilight got the impression that it wasn't going too well.

"Good morning… do you need any help?"

Even as she attempted to levitate the book, Wither clamped his hoof down onto it, keeping it on the ground.

"No. I've been managing this thing for a good hour, now."

Twilight blinked, letting go of her telekinetic grasp. "Oh. Which book is it?"

"A tome on magic," muttered Wither as he fumbled with another page, managing to turn it after some difficulty. "Opened it with the belief that there was some way I could perform spellwork without a horn. Obviously I was wrong."

The librarian gave Wither confused, somewhat incredulous look. He glanced sidelong at her for a moment before turning his eyes back to the book.

"Wasn't exaggerating when I stated I came from far away."

"Well, there's never been a documented case of a non-unicorn really using magic… why did you think you could use magic?"

Wither grumbled to himself for a moment while he tried to reach a different chapter. Although it took him almost a full minute, the gaunt pony managed to skip a good third of the book and get to his intended page.

"Where I come from, even the most inept of people has at least some form of magical or metaphysical capability; often it is too small to be of any real use beyond the most simple of spells."

Twilight blinked, processing his words for a moment. "Well, if that were true, then you'd be able to do some kind of magic, anyway. And you wouldn't need to go flipping through a spellbook if you already knew how. You keep talking about opposable thumbs, too."

Wither continued poring over the book as the gears in Twilight's mind turned, her eyes going wide. "All things considered, there's only one real possibility, I think, and I've only heard of things like this in a few works of fiction or magic hypotheses. If I'm right…"

Wither blinked, going still as a stone as Twilight gently poked him in the ribs with a glowing horn. His entire form seemed to briefly glow purple, and a feeling akin to a warm wind flowed through him until the horn was withdrawn.

"Just what in the abyss do you think you're doing, unicorn?" snapped the stallion. Twilight gasped.

"I was right! You aren't a pony! Well, your body is, but your mind isn't. And you aren't a changeling, either."

"Thank you for stating what I was already painfully aware of."

"What are you, then?"

Wither growled, going back to the book. "I can already tell this world does not have any of what I used to be, so there's no point in naming my former race; I renounced my racial heritage long ago besides. I was bipedal, had opposable thumbs."

"There's a creature in a few myths and theories that fits that description; were you a human?"

Twilight wasn't quite expecting the look of pure, unadulterated disgust that Wither gave her. Indeed, the purple unicorn took a few steps back, not sure if the sickly-looking stallion was going to vomit, try and buck her through the wall, or both in rapid succession.

"I'm sor—"she began, though she didn't get to finish. Wither cut her off and started forward angrily, venom in his voice.

"So help me what gods may exist here, I will personally end you as thoroughly as I know how if you should ever insult me in such a manner again."

Twilight's horn lit up at Wither's irate reply, narrowing her eyes. "I said I was sorry, I didn't know!"

Wither stared at the unicorn for a moment, then snorted and turned back to the book, slamming it shut and pushing it best he could back towards its rightful place.

"I'm going to go take the farmer up on her offer of kicking trees. I hate trees."

With that, abruptly, he made for the door.

Twilight said nothing; she merely nodded and watched him carefully as he stormed out of the library. Once the gaunt stallion had gone, she sighed and levitated the book back into its proper place.

She really, really hoped he didn't make her zap him to a crisp.

* * *

"Insinuating that I was a gods-forsaken _human_. If there are any humans here, I'll snap them in half. Wretched things."

Wither muttered similar such threats to thin air as he angrily trotted through the streets of Ponyville, making his way towards the apple farm. Humans weren't necessarily something he enjoyed back home; in fact, they were very high on his rather long "Things I Hate" list. Higher than trees anyway.

The townspeople he encountered on the way to the farm gave him polite waves and cheerful hellos. He returned each of them with an irritated glare and not so much as a single syllable said before he stormed away. The reactions, he noticed, varied between concerned and offended. Mostly offended.

After much muttered cursing, angry gesturing and sullen glaring, he found himself entering Sweet Apple Acres. The sun had come out from the clouds, making the eponymous fruits shine brightly as they swayed in the somewhat heavy breeze; there seemed to almost be more fruits than there were leaves. He scanned the expanse of fruit-heavy trees for any sign of the farmer, at first to no avail. Then, with a twitch of the ear, he thought he heard the sound of something being kicked, and kicked, and kicked. He made a bee-line for the noise.

He didn't quite find what he was looking for; it wasn't a mare he found. No, the pony before him by an almost full bucket of apples was definitely male, bright red, and _big_. He wasn't quite as tall as Wither, shorter by about an inch or so, but he definitely looked better and healthier. The red stallion blinked lazily as Wither entered his field of vision unexpectedly; Wither blinked lazily as he had expected a mare with a hat.

The two ponies stared at each other for a long while, dead silent, until the red stallion inclined his head in greeting. Wither nodded in kind as the other pony spoke, his voice calm and slow.

"Howdy. You th' help Sis mentioned?"

"Mh. Looking for her."

The red stallion pointed off to his left. Wither inclined his head, leaving him to his work.

After a minute of walking, he once again heard the sounds of something being struck repeatedly. This time, when he rounded the corner, he came across Applejack, who reared back with her hind legs and slammed them hard into the trunk of a nearby apple tree. The trunk shook, apples dropping like rain into the nearby bucket. Wither narrowed his eyes slightly.

_Kicking trees. "Harder than it looks" my backside._

The farmer cast her emerald eyes to Wither after she had given the tree a once-over, and tipped her hat.

"Heya there. Still up fer apple buckin', then?"

"No other reason for me to be here, is there?"

"S'pose not," said Applejack with a shrug. "Ya don't seem like a very sociable feller."

"Understatement of the millennium. We going to stand around and talk all day, or actually get to work?"

The farmer raised an eyebrow, looking him over for a moment, and then nodded, gesturing for him to follow. "Well, at least you're eager."

Wither grunted and followed her. She was correct, he was quite eager; he didn't enjoy any sort of "relaxation" and tended to go a bit stir-crazy when he didn't have anything to do. Work, of any sort, was his idea of "free time". The fact that this particular brand of work involved kicking things was a bonus.

As Applejack led him to a portion of the orchard that neither she nor her brother had touched, he came to the realization that he had quite a bit of free time ahead of him. Apple trees as far as the eye could see, laden with shiny red, yellow and green fruits with empty wooden buckets lying by the trunks at regular intervals. The farmpony made a grandiose gesture as Wither once more stared, somewhat surprised, at the sheer number of apples.

"We've just started harvestin'; me an' Big Mac haven't started on this part of th' farm. You ever buck apples before, Wither?"

"No," admitted Wither, "but the practice appears nauseatingly simple."

Applejack simply grinned. "Reckon so? Let's start, then."

The two ponies picked apple trees opposite one another. Applejack gently tapped hers with a forehoof before turning her back to it; Wither glared up at his tree as if it had just insulted his mother, then turned to face Applejack.

"Ahright, it ain't too hard. Y' just tilt yerself forward, pull yer legs up, and…"

The farmer did just that, glancing back behind her as she rammed her back legs into the trunk of the tree with a loud thump, eliciting a cascade of ripe fruit into the bucket.

"See? Now you try."

Wither glanced backward at the tree, then down at his body. He was somewhat thin, true, but what weight he had was pure muscle. Then again, he wasn't entirely sure of what his new shell was capable of.

_Time to find out if this body is as powerful as the last. Here goes nothing._

He grit his teeth and mimicked the farmer; bringing his back hooves off of the ground and up against him. Then, before he fell over onto his face, he shifted his weight back, putting all his force into his hind legs and slamming his hooves into the tree.

He hit it, hard. A little too hard; the bark cracked and split. Nonetheless, the tree shook and let loose a torrent of apples and leaves into his bucket, with not a single fruit left on the tree. And he felt no worse for it.

The farmer whistled. "Nice, fer yer first tree. Think you can keep it up?"

Wither eyed the bucket of apples, then the farmer. "Of course."

"Onto th' next one, then," she said with a nod, shuffling the bucket onto the next tree. Wither did the same.

"Same as before."

"Mh."

Once more the two ponies reared forward and slammed into the apple trees. The results were the same; the trees shook and released their fruit into the wooden buckets. Assuring the farmer that he certainly wasn't about to slacken or slow, Wither kept pace with her as they moved their way down the orchard, rendering tree after tree bereft of fruit.

They paused momentarily at their twelfth tree, readying a third bucket. Applejack limbered up as she spoke to Wither, who stood staring at the next tree as if trying to light it ablaze through sheer concentration.

"Well, ah'm surprised you didn't take t' apple buckin' back where y' came from. Ah would've thought you'd start runnin' out of steam before long."

"I'm more resilient than I look, farmer," stated Wither as he turned his icy look away from the tree and onto Applejack. "I'm more than capable of going on without any sort of hand-holding."

"'Hand holdin'?"

"Hoof-holding. Whatever. No need for you to deliberately slow your pace, I can easily match it."

Wither didn't exactly feel as if he were overestimating himself; Applejack didn't share the sentiment.

"Partner, ah don't mean any offense, but ah've been doin' this since I was a filly. Ya don't want to go hurtin' yourself tryin' to keep up—"

"Nonsense. This is child's play, akin to taking a stroll through a garden."

The farmer lifted the brim of her Stetson, cocking an eyebrow as she looked carefully at Wither. He leveled a challenging glare in her direction, straightening his neck. The two ponies stared each other down for a long minute; then, by unspoken consent, they turned to their respective next trees.

"Well, it's yer funeral, Wither…"

"Already had several, what's one more."

Without further ado, the pale pony slammed his back legs into the tree and promptly shuffled the barrel along to the next tree, readying himself. Applejack cut her eyes and quickly did the same. Wither didn't spare any time in bucking his trees and moving on; Applejack caught up quickly, working on years upon years of muscle memory to outpace the stallion after three trees. Wither refused to be out-done, though; he leveled out with Applejack through sheer force and endurance. The two ponies didn't even have the time to trade banter or taunts; the only noises were the sounds of hooves on bark, apples into buckets, and after quite a few more trees, the sound of panting.

Refusing to back down, the two ponies kept bucking well into the afternoon.

* * *

"Sis! Sis, where're ya at? 'S gettin' late an' Granny's makin' supper!"

Applebloom frowned as she trotted through the farm, looking around for Applejack. She hadn't seen her since morning, and was starting to wonder if her sister had overworked herself again. It certainly seemed like it, for although she found no Applejack she came across bucket after bucket of apples, filled to the brim. She lost count after twenty-six. There was no way Applejack could possibly have bucked ALL of the trees, and Big Mac had been working on another part of the orchard. Just as she started to think she'd never find her sister, she heard the sound of repetitive knocking.

Applebloom listened for a moment, curious, then cut through the trees towards the sound, which grew in volume but decreased in frequency.

Soon enough, she found not only her sister but the source of the sound.

Applejack lay on the ground beside a half-bucked tree and a barrel of apples, panting, her hat askew and her legs splayed out. The mare was absolutely exhausted. Across from her was Wither, almost as spent, still on his hooves but lacking the strength to kick. He repeatedly smacked his head against the tree, glaring at the juicy red fruits that refused to fall. After a few more smacks he gave up, falling to his hindquarters and struggling to breathe.

Applebloom blinked, both somewhat awestruck at her sister's show of endurance and curious as to who the gaunt, pale, gray-maned stallion was.

"Sis! There ya are!"

Applejack managed a glance over at her little sister, nodding at her as she gulped in air. Wither glared over at the filly for a moment before refocusing his exhausted anger back to the apple tree. Apple Bloom continued on.

"Granny an' Big Mac sent me out fer ya, supper's almost done an' it's gettin' late… how many apples did ya buck? Who's he? Did he help ya?"

With a few more inhales, Applejack pushed herself onto her hooves. Wither simply kept glaring at his tree.

"Ah lost count a while ago… Applebloom, this here's Wither, he's new, an' helped me with all th' buckin'."

The stallion glanced over at the sisters, then back to his tree. Apple Bloom zipped over to him in the time it took for him to do so.

"I think ah saw you at th' party last night! You oughta be real strong to have kept up with Sis!"

Wither worked his jaw, the physical exertion of the day hampering his attempts to come up with a suitably sardonic reply. The filly's eyes snapped to his flank before he was able to respond.

"Hey! You don't have a cutie mark! And yer a grown-up stallion!"

With a roll of the eyes and a grit of the teeth, Wither forced himself up and onto all four legs, his voice more hoarse than usual.

"How astute. In any case, the talent obviously isn't kicking trees. Or winning tree kicking contests."

"Hey, now," said Applejack, straightening her hat, "I'm ahead by three."

Wither blinked, narrowing his eyes and once more taking count of the bucked trees, making note of which trees were bucked by Applejack and which were bucked by him. To his dismay, the farmer was right; she was ahead.

"Two of those three trees still have apples-"

"It's still more, isn't it?"

Wither gave her a rather sour look as he made sure his back legs were still in working order. The farmer shrugged.

"'Course, three trees isn't much. 'M surprised you were able to keep up as well as ya did. Mighty impressive fer yer first time."

"Wasn't enough. I'll take my leave, then, since we're done."

"Aw, c'mon, you've done worked yourself ragged out here. Least we can do is invite ya in fer dinner."

"No. I need to be going."

Applejack shook her head. "It wouldn't be right t' letchya just walk off with an empty stomach. Ah know ah'm starvin', 'n you've gotta be famished yourself."

The farmpony wasn't wrong, Wither felt what he was sure was overwhelmingly ravenous hunger. However, the last thing he was about to do was accept a pity-meal.

"I'm _not_ hungry," said Wither, scowling.

Applejack made a face. "Ah can tell yer lyin' through yer teeth, Wither. But ah won't press it if y' don't feel like comin' in for somethin' to eat. Take some apples with ya, at least."

He grimaced. He wasn't about to accept a pity-meal, but he supposed that he could swallow his pride just enough to take a pity-snack.

"Fine, if you're so insistent."

Applejack nodded, looking somewhat pleased. "I'd feel bad if ya walked away from all this work with an empty stomach. Ah think ah've got a bag around here…"

* * *

Applejack put seven apples into a brown paper bag for Wither to take back. Pity Apples, as Wither had privately named them. He reminded himself to hand the apples off to the first pony he saw.

He left the farm with six-and-a-half Pity Apples, having eaten half of one once he was out of Applejack's sight. The gaunt pony supposed that nibbling on one of the Pity Apples couldn't hurt.

By the time Twilight's library came into view, he had three left.

When Twilight opened up her door to figure out why she heard the sounds of hoofsteps and chewing from outside, she beheld Wither standing mere feet from the door, still as stone, the last Pity Apple almost entirely gone and held within his mouth, with the cores of two other Pity Apples lying beside him.

The two ponies stared at each other for a long moment, neither of them moving. Then, slowly, with a deadpan expression, Wither chewed away the last bits of sweet flesh from the Pity Apple, swallowed, and then deposited the core into a nearby patch of plants, shoving the other cores along with it.

Twilight blinked slowly, watching him. Wither's tongue flicked out and caught a stray bit of apple that had stubbornly remained on his muzzle.

"I was hungry."

"It, uh, looks like it," said Twilight with a nod, slowly moving to the side so that Wither could enter. The gaunt stallion made his way inside, the now-empty bag of Pity Apples clutched in his mouth and then promptly deposited onto a table.

"How'd it go?"

"Kicked trees. Put apples into buckets."

"That's good."

Wither simply kept on walking, making a beeline for his pile of blankets. Twilight cleared her throat.

"So, about earlier, with me accidentally assuming you were a human…"

Wither growled quietly, muttering under his breath. "Well, you know that I _wasn't_. And that mistake won't be made again. In fact, tell your acquaintances. Educate them."

"I don't know," said Twilight, closing the door, "I think they won't really believe me."

Wither stared at her, hard, too tired to be as angry as he would have liked. The purple unicorn blinked, and then shook her head swiftly.

"Not that you weren't a human, but that you were anything but a pony in the first place, that is!"

He kept up the stare for a moment before grunting in resignation. "Makes sense, it sounds absurd even to me."

"Well, whatever you may have been, I'm sure they were noble creatures," said Twilight, in an attempt at politeness, though if Wither was any indication she was rather positive that his race was thoroughly unpleasant. His response galvanized her belief.

"They were hardly noble. They were little more than swaggering brutes that divided their time between screaming and hitting things. I came to see myself as no longer one of them, after a time."

"Why was that?'

"Because I wasn't one of them at one point. I was something else."

"What else, exactly?"

Wither grimaced and put his head down. "Something _superior_. Your kind lacks any true analogue, of that I am sure."

"How are you so sure?" asked Twilight, curious.

"Because you're a bunch of ponies, not malevolent psychopaths."

Wither paused, thinking, then growled. "No, I'm wrong. There's the pink one."

Twilight shook her head. "She's, well, _hyper_. But I wouldn't say psychopathic. Or malevolent."

"Of course you wouldn't," muttered Wither as he settled down onto his blankets, shutting his eyes. Twilight looked around, awkwardly, then back to Wither.

"So. No problems, then?"

The stallion flicked open one eye and stared at Twilight for a moment. Sighing heavily, he gave his eye a roll and closed it. "_No_. Leave me be."

With that, Wither promptly fell into a nigh-comatose slumber. Twilight Sparkle breathed a sigh of relief, and resumed her studies and experiments.

She wasn't going to have to magically blast him away.

Well, not yet, at least.


	4. Be Gentle

(Edited for glaring grammatical errors and a few lines of stupid dialogue. Also, I don't own My Little Pony, Hasbro does, et cetera.)

**Be Gentle**

"You want me to do _what_ with _who_?" asked Wither as he gave Twilight Sparkle a look of pure incredulity. The purple unicorn blinked slowly as she looked up from her experiment table, which was currently filled with all sorts of alchemical devices and ingredients.

"Help Fluttershy with her animals for the day; the thunderstorm that happened the night you arrived felled more than a few trees and left a lot of animals homeless. She could use the assistance."

"Why don't _you_ do it? The spineless yellow one would probably lock herself in her house if I were to show up at her doorstep."

Twilight sighed. "I was going to stop by and help after this particular bit of research was done with. You're always itching to find something to do, so why not help her out until I get there?"

Wither grimaced. "Anything involving me and the spineless one will end poorly."

"Would it hurt you to refer to ponies by name?"

"Most likely, yes."

It had been three days since going head-to-head with Applejack. In that short period of time he had kicked dozens upon dozens of trees, threatened and scared off at least four ponies, and deflected quite a few questions from Twilight and Spike, the latter of which had been informed of Wither's otherworldly origin. He hadn't had any interaction with Twilight's other friends, though, and he supposed that his current task was the purple unicorn's attempt at getting him affiliated with the other mares. For what reason was unknown to him, though he supposed that she felt that she was doing him some sort of good.

Really, the very prospect just seemed to raise his blood pressure.

"Besides," said Twilight, "you seem to have pored through just about every magic book I have, and the Apple family is busy with preserving apples, so I hear. I don't think you want to sit by and put apples into jars. Or, do you?"

"No, but attempting to put up with someone that doesn't have a shred of backbone seems almost as tedious."

"Well, I don't have anything for you to do around here, and nopony else needs anything done that I know of…"

The pale stallion stared at her for several seconds, and then sighed angrily. He'd do just about anything to prevent absolute idleness.

"Fine. But when I wind up kicking one of those 'pets' through a damn wall, don't get angry."

"I trust you to have a little more self-control," admonished Twilight, who directed her attention back to her research even as she spoke. "Fluttershy's cottage is a little ways out of Ponyville, out by the Everfree Forest. You make a left by..."

Wither half-listened to her directions, half-groaned inwardly.

_Going to be an irritatingly long day…_

* * *

"And then keep going straight."

Wither quietly growled the directions that Twilight had given him to himself as he trotted along the path to Fluttershy's cottage. He was surprised to learn that the timid yellow mare lived close to what was apparently an unexplored forest filled to the brim with monstrous creatures. He hadn't seen anything of the sort on the way up to the pegasus' cottage, though; on the contrary, what animals he had seen were harmless.

Not only that, but there were quite a few of them; rabbits and squirrels frolicking about in the clearings, birds flitting from tree to tree. Once or twice he found himself almost crushing mice or hedgehogs underhoof, earning angry chitters his way. The closer he got to the cottage, the more animals there were. He even caught sight of a few deer, here and there.

"Irritating little things," muttered the gaunt stallion as he shooed away a small flock of birds, "at the very least the spineless yellow one ought to have no more than a few… animals… at… her… cottage, gods be damned."

Wither stopped in his tracks, blinking once as he came to behold Fluttershy's home. It wasn't anything unexpected; a humble, quaint little cottage out in the woods.

Oh, and it was positively crawling with furry, feathered and scaly creatures. More animal species than Wither even really knew existed were frolicking about peacefully around the house and through the yard. Even animals that normally would be fighting or eating each other seemed to be getting along in perfect harmony.

Wither hated harmony.

The gaunt stallion stomped his way up to the door, giving glares and false swipes at any animal that tried to approach him; not that very many did, for the most part they all kept a healthy distance from Wither. He stared at the double-sectioned door and sighed heavily, pondering for a moment what sort of torture he was going to be subjected to. Then, he pounded his hoof against the door frame a few times and waited.

He had to strain his ears to hear Fluttershy approaching the door, talking in a soft, gentle voice at the same time. The top portion of the door opened to reveal the yellow mare instructing a red-chested bird with a bandage around its leg.

"…and be very careful when you're landing or taking off. It might still be sensitive. Please come and see me if there's any more problems, okay?"

The bird nodded and flapped its wings, preparing to take flight. It gave Wither a curious look, chirped, then took off.

Fluttershy watched it go for a moment before turning her eyes onto Wither. It took a moment for her to register his glaring presence; when she did, she squeaked in fright and leapt back several feet, hiding behind her pink mane. Wither simply kept on staring with a flat scowl on his face.

"O-oh, um, I, uh, didn't k-know you'd be, um, c-coming. W-w-wither. Um. Is there… something… I can…"

She trailed off into squeaking murmurs, staring at Wither with moon-sized teal eyes. The stallion narrowed his eyes a bit further, finding it somewhat refreshing to have something cowering in fear of him again.

"Twilight Sparkle sent me. Wants me to help you with the animals. Says she'll be here once she's finished her experiment."

"O-oh. Um… that's… I…" squeaked Fluttershy, unable to state the fact that she thought letting the mean-looking stallion tend to the animals wasn't the wisest idea. "Well, if, um, Twilight thinks it's alright…"

Wither exhaled, already feeling exasperated. "I don't want to be stuck assisting you any more than you do, backboneless mare. Just get to it."

Fluttershy blinked once and jumped a little after, as if afraid Wither may have suddenly flown into a rage mid-blink. Then, she gave a tiny nod. "Uh, well… o-okay, then, um… well… there's b-birdseed, that—"

"Where."

"J-just around the back, it's for the—"

"Where's the feeders."

"Um, a little ways into the… I, g-guess I'll… um… show you myself… if that's okay…"

Wither stalked off towards the sacks of birdseed, the little critters of Fluttershy's cottage parting before him like the Red Sea at his approach. Behind him, he could just barely make out the soft hoofsteps and quietly murmured apologies of the yellow pegasus. The stallion rolled his eyes; it was refreshing to be feared again, but the fact that he couldn't act upon it rendered the gratification more or less meaningless. Like baking a cake, but not getting to eat it. Or look at it. Or say "I made the cake!"

The stacks of birdseed bags were more or less what Wither had expected; small, heavy things piled on top of each other neatly. Wither reached forwards with his forelegs, paused, and then planted them back onto the ground, remembering with a growl that he no longer had hands. He settled for pulling one off with his teeth and holding it against the pile as he awkwardly tried to work it onto his shoulders. He didn't quite succeed in balancing it, though and the sack of food fell to the ground with a soft thud.

"Oh, um, let me help you."

Before Wither could properly glare at the sack of grain, Fluttershy had taken it in her hooves and lifted off a few feet in the air. The pegasus gently put the sack of grain on Wither's shoulders, shifting it this way and that so that it wouldn't fall off.

As she did this, Wither couldn't help but notice that at least one of the animals wasn't afraid of him. The animal in question was a white bunny rabbit that stood on its hind legs in front of him, forelegs crossed. The rabbit stared at him, watching his every move. Wither stared right back, narrowing his eyes.

"O-okay, it shouldn't fall off when you walk, now."

"Your rabbit is staring at me."

Fluttershy blinked and returned to the ground, looking to the rabbit in question. "Oh, um, Angel Bunny, it's not polite to stare."

Angel blinked and slowly turned his head over to the pegasus with a deadpan expression. The rabbit thumped one foot on the ground and pointed one arm at Wither, with the other arm held at his hip.

"Angel, Wither is here to help until Twilight comes. He's not going to hurt you."

"Speak for yourself," Wither muttered quietly. Fluttershy didn't pick it up, but the rabbit certainly did; his ear twitched and he snapped his head at Wither with a scrutinizing, irritable look. The pony stared right back, already trying to plan just how exactly he was going to manage to kick the rabbit into orbit without Fluttershy noticing. Fluttershy looked between the rabbit and the stallion, blinked, and then quickly rose up into the air to place two more bags of birdseed upon Wither's shoulders, choosing to politely ignore the staredown.

"T-that should be enough birdseed for, um, a few days. The feeders are this way."

Wither kept up the stare for a few more seconds, and then took his gaze off of the rabbit. "Right. Lead on."

Fluttershy gave a nervous little nod and returned to the ground, trotting along softly towards the bird feeders. Wither followed suit, having to deliberately slow his pace to avoid overtaking the mare. Angel hopped into a small curve in Fluttershy's tail, his little rabbit eyes locked permanently onto Wither as he bobbed up and down in tandem with his choice of locomotion.

Their staredown continued for the two and a half minutes it took to reach the small cluster of trees where Fluttershy tended to what seemed like an endless supply of birds. As he was when first catching sight of the cottage, Wither was somewhat taken aback by just how varied and numerous the feathery little things were. Fluttershy came to a stop and gently removed one bag of seed from Wither's back, fluttering over to the feeders and beginning to pour them in.

It was a lengthy process, given the sheer number of feeders—Wither lost count at around a dozen or so—and Fluttershy's insistence at gently asking the birds how they were doing and if there was anything they needed help with. Wither tried approaching a group of birds, intent on feeding them himself, but at his approach they flew off and relocated to another tree at least forty feet away.

"My kingdom for a sling," growled the gaunt stallion.

"U-um, what did you say? I didn't hear," said Fluttershy as she flew over and gingerly removed the last bag of birdseed. Wither grimaced.

"Nothing. What else is there after this?"

He went back to glaring at Angel as Fluttershy filled up the last of the bird feeders while she talked.

"Oh, um, well, I need to check up on Mr. and Mrs. Hedgehog; I've been taking care of a turtle with a crack in his shell that needs looking after; and a seal that I'm looking after has gotten a cold, the poor thing, and needs her medicine."

Wither made a face. "'Seal'?"

Fluttershy nodded, emptying the last of the birdseed and setting off at a slow pace back towards the cottage. "Yes, she's quite a ways from home but I've been doing everything I can to—"

"What the hell is a seal?"

"Oh, um," Fluttershy started, gently patting a bird with her hoof, "it's a mammal with flippers that lives in the sea and, um, e-eats fish."

"Never heard of it."

"Most ponies, uh, haven't. At least, the ones that don't live by the sea, I mean."

He grunted an affirmative. He hadn't seen nor heard of any "seals" in his previous life; he seldom travelled by boat or bothered with most anything that had to do with water that wasn't frozen. The butter-colored pegasus gave a meek little nod and set out for the hedgehogs.

A few more minutes of walking, awkward silences, and bunny-pony glaring matches later, Fluttershy and Wither came to a haphazard collection of huts and animals houses. With Fluttershy around the critters were much less skittish than before, but still refused to come within leg's reach of Wither. At Fluttershy's insistence (more of a stuttering, barely audible, small suggestion), he hung back while she softly held a one-sided conversation with a pair of hedgehogs.

"I just have to say that I'm very excited to hear that you'll be having a litter soon, Mrs. Hedgehog, it'll be so wonderful to…"

Wither quickly toned the butter-colored pegasus out and returned to his staring match with Angel; or he would have if the rabbit hadn't disappeared from sight. Withdrawing his head and snorting a bit, he scanned over the cottage and the clearing for any sign of the bunny.

Suddenly, he felt a sharp stinging sensation on his tail and couldn't help but wince in agony. He wasn't terribly accustomed to having hair but he was positive that one, if not several, of his tail-hairs had just been plucked and none too gently. He snapped his head over his shoulder to try and catch the culprit, but saw nothing but grass and his own frayed-looking gray tail, which was looking a bit more ragged and thin than usual.

Growling obscenities, he turned back to the scene before him, only to find Angel lounging on Fluttershy's back, between her wings. The rabbit had a long strand of gray hair in his paws that he held up pointedly to Wither. As Wither gave Angel an enraged look, the bunny rabbit put two fingers to his own black eyes and then pointed them to Wither's angry blue orbs.

Wither growled. "Oh, you think you're clever? I'm going to—"

"Well, um, Mr. and Mrs. Hedgehog," murmured Fluttershy, waving the pair of hedgehogs goodbye as they waddled back towards their home, "should be having their children sometime next week, I think. Now I need to see the poor little turtle…"

"Right. Turtle."

Angel casually tossed the hair aside as Fluttershy made her way over to a reptile enclosure where the turtle in question was kept, matching Wither's glare all the while. The aforementioned turtle wasn't anything terribly remarkable; green scales, brown shell. A rather noticeable crack ran its way from the middle of the shell's right side to the very top of the shell. Fluttershy worriedly examined the sluggish reptile, murmuring soothing words all the while. Wither thought it was rather excessive, so much worrying over a single turtle. He was too busy squaring off with the bunny to make his opinion heard, however; he was determined not to let Angel get out of his sight.

"You poor thing, it doesn't seem like it's going to heal very well on its own… I have a special salve that Zecora gave me that should help mend your shell, or at least make the crack smaller..."

Fluttershy gently set the turtle down a stump that functioned as a table and looked over to her shed, which was a short walk away. "U-um, Wither… if it isn't too much trouble, do you think that you could maybe keep an eye out for Mr. Turtle so he doesn't do anything to make the crack bigger? You know… um… if that's alright with you…"

Wither blinked, slowly, taking his gaze away from Angel to look at Fluttershy, incredulous. "You're kidding me. It's a _turtle_."

"Um, yes."

"What could it possibly do to exacerbate its injury?"

Fluttershy hid behind her mane. "U-um… well… I… he could… Idontknow…"

The stallion sighed. "Fine. Go get the damn salve."

She mumbled an okay before hurriedly making her way over to the shed. Wither flicked his eyes to the turtle, which gazed up at him calmly.

He lowered his head to eye-level with the reptile. "Frankly, I think they should just make soup out of you."

The turtle blinked once, then opened his mouth wide and chomped down onto Wither's muzzle with gusto.

Wither let out a hiss of pain, jerking his head upwards and gritting his teeth. The turtle kept a tight grip, dangling from his nose like a pinecone from a very angry tree branch. Wither tried to shake it off, to no avail; the turtle kept his jaws tightly clamped on. Just as Wither was about to smack the thing away, he heard a gasp from his left.

"Oh, Mr. Turtle, no! Let go!"

At Fluttershy's command the turtle released his deathgrip, plunking back onto the tree trunk safely. Wither ended up smacking himself in the nose, further adding to the pain. He looked down at the shelled reptile with pure, abject rage, about ready to split him wide open.

"Oh, I'm so, so, so sorry, Wither, he must be cranky from the crack on his shell, it must be very uncomfortable… here…"

Fluttershy uncorked a small vial of viscous green liquid and very carefully poured it onto the crack. The liquid seemed to glow faintly, and the turtle shivered as the crack visibly started to close and seal itself.

"There. Now please don't do anything strenuous for the next few hours while the salve works. Is that okay?"

The turtle bobbed his head and retreated into his shell for a nap, though not before Angel gave him a thumbs-up from what the bunny thought was outside of Wither's field of vision. Before he could smack at the rabbit, Angel had hopped back onto Fluttershy, who had set out for the seal.

As it turned out, seals were large, smelly, odd-looking things. And the one in question, half-submerged in a pool, was rather sick. Mucus dripped from its nose, its eyes were watery. Wither thought it was a rather pathetic sight, made even worse by Fluttershy gently prodding a spoon filled with bright pink medicinal liquid at the seal's mouth. Angel stood on the ground this time, glaring at Wither as Fluttershy coaxed the seal.

"Please, Miss Seal. I know it tastes bad, but it'll make you feel much, much better."

"Why not just use healing magic," asked Wither, observing the scene with meager interest. "Makes things far easier."

"Well, healing spells work differently for, um, non-ponies," explained Fluttershy, finally getting the seal to take a mouthful of the pink medicine. "And the nurses at the hospital have their hands full with sick ponies. Or, um, so they've told me."

Wither started to reply, but was cut off by a rather disgusting noise; specifically, that of the seal spitting her medicine right back up and onto the side of Wither's face, covering his mane and the right portion of his head with foul-smelling pinkish bile.

Fluttershy put her hooves to her mouth and quietly uttered an "Oh, my." Angel blinked, once, and then burst into what was most definitely laughter, rolling around on the ground.

Wither very, very slowly wiped the seal-vomit from his face as best he could. Then, growling, he raised a forehoof over Angel's head. The bunny stopped laughing and blinked.

"Enough of your nonsense, you furry little pest!"

With that, Wither slammed his hoof onto the ground. And only the ground. Angel had hopped up into the air at the last second, glaring at Wither as he spun around and kicked the stallion straight in the face.

The stallion's vision went red, and he glared at the rabbit with murderous intent; he was quite done with playing nice for the ponies. Angel seemed to realize this and, eyes widening, bolted off to dodge a series of flying hooves. Wither galloped at full speed right after the rabbit, refusing to be satisfied until he'd wrung Angel's neck. Fluttershy simply stared after the two at first, but then quickly flew over to them, forelegs waving.

"No! Wait! Stop!"

"I'll stop once the rabbit is mince-meat! Get back here you little maggot!"

Angel hopped up, blew a raspberry, and bolted off straight into the Everfree forest. Wither ran right after him, bowling over vegetation and quickly disappearing from sight.

Just about on the verge of a panic attack, a hyperventilating and teary-eyed Fluttershy flew off, hoping that Twilight had finished her work.

* * *

"I hope your fur is fireproof, because once I get a hold of you you're going straight to _hell_!"

Wither roared this and similar such threats as he chased the rabbit deeper and deeper into the Everfree forest. Never mind the fact that the further they went the eerier the forest became and the less animal life there was that was startled by the chase. Or that he had leaped over and weaved through several questionable and rather horrifying-looking things on his mad dash to get to the rabbit.

The only thing that mattered was breaking the bunny in half.

Of course, Angel was small and quick; Wither wasn't exactly slow but he wasn't terribly fast, and he was far from the world's best tracker. After several minutes he realized that he wasn't following the rabbit anymore; he'd lost him.

Breathing heavily and swearing profusely, Wither stood in the middle of a rather dense thicket of brambles and shrubs to catch his breath. As the haze of bloodlust waned and he came to his senses, he liked his situation less and less. There weren't any birds, any bugs, or any little furry animals. The forest was more or less completely silent, save for the very occasional growl of something that Wither didn't necessarily want to sit down and chat with. Not that he normally wanted to sit down and chat with anything.

He looked every which way in the foliage for some sort of path, but didn't find any. Whatever trail he blazed had been hidden. Scowling, he set off in a random direction, muttering vehemently to himself all the while.

"Irritating, spineless yellow horse and her damned menagerie, especially that gods-forsaken rabbit… Ought to just throw myself off of the nearest cliff and be done with it rather than put up with a bunch of pacifistic, psychotic equine _dolts _until I wither away and die… _Wither_, what stroke of IDIOCY lead me to call myself 'Wither' in the first damn… place…"

His angry monologue was cut short, however, by a curious object in his peripheral vision; so out of place that he couldn't help but look and stare.

The object in question was a tall, slim brown rock standing in the middle of a barren and lifeless clearing. The ground around it was dead and black, with not even a single blade of grass or anthill in a thirty-foot circle around the stone and the vegetation that grew on the perimeter of the barren circle looked withered and unhealthy. Even though it was a cloudless day and there weren't any trees above the clearing, it seemed eerily dark, even darker than the forest surrounding it.

Wither slowly approached the stone, entering the clearing. He felt a twinge of unease in his gut as he got within touching distance of the monolith. Little puffs of dust kicked up with every step, swirling around the clearing despite the lack of wind.

The monolith definitely wasn't natural, but it didn't look pony-made, either. It was eight or so feet wide and at least twenty feet tall, with smooth, irregular curves all throughout. The surface was dirty and dust-caked, though there was no moss or plant matter. Wither squinted at the rock, seeing some sort of wording or inscription beneath the grime. He extended a hoof and wiped away the dust and dirt, muttering irritably all the while. Once the stone was clean enough for him to read, however, he let out a growl of irritation; it was in an odd, glyphic language that may as well have been mindless scrabbling. The symbols were old and faded, consisting mostly of intricate, intersecting patterns of straight lines, somewhat akin to clawmarks.

He snorted, turning his back to the stone. "Waste of my time, I've a thousand better things to do than stare at some damned stone."

With that, Wither reared forward and bucked the stone hard, seeking to at least find some outlet for his frustration. To his surprise, however, the moment he kicked it the monolith let out an eerily hollow ringing noise, followed by several loud snaps. Numerous black cracks appeared where he had stuck the stone, and they spread quickly, only stopping their advance when they had made a cobweb pattern roughly the diameter of Applejack's hat. As Wither stared at what he had done, he heard a rustling in the forest behind him.

He whipped back around to see Angel Bunny, shaking his little rabbit fist at him before darting back into the forest. Wither glanced back at the monolith for a moment, disconcerted. He shook it off with the reminder that he still had a rabbit to kill, and barreled off in pursuit once more.

* * *

"Oh, what if Angel ran into a manticore? Or a gargoyle? Or a timberwolf? Or what if he fell and sprained his ankle? Or ran into a snake, or, or—"

"I'm sure he's fine," said Twilight reassuringly as she gently rubbed Fluttershy's shoulder while they walked through the Everfree Forest. Fluttershy had barged into Twilight's library in absolute hysterics, telling Twilight how Wither had chased Angel off into the forest. The unicorn had anticipated something of the like would happen, despite her best hopes, and quite thoroughly regretted sending Wither out in her stead.

"Look, he's probably just leading Wither on a silly little chase and they'll run back to your cottage, unharmed, in a few minutes. "

Fluttershy whimpered, looking around frantically for any sign of her beloved Angel. Twilight kept an eye out for any signs of Wither's passing; namely, destroyed vegetation or dazed animals.

Suddenly, they heard a loud rustling up ahead. The two mares froze; Twilight lit up her horn with magic, stepping in front of Fluttershy. Whatever the approaching creature was, she was intent on scaring it off.

Then, a rough, angry voice pierced the eerie silence of the woods.

"GET BACK HERE! I'M GOING TO HIT YOU SO HARD YOUR ENTIRE SPECIES WILL FEEL PAIN!"

Fluttershy blinked, sinking down a bit. "U-um, I think that's—"

"Wither," sighed Twilight, relaxing just a bit. "That means that Angel ought to be right ahead of him."

Sure enough, Angel popped out of the underbrush several moments later, covered in plant matter and dirt. Fluttershy let out a relieved squeal and scooped Angel up into her forelegs, nuzzling him and hugging him.

Wither appeared a few seconds later, absolutely livid and similarly dirty. The stallion made to run towards the rabbit, but tripped on a fallen log and fell rather spectacularly onto the ground, his limbs splayed out beneath him. He glared up at Angel from his spot on the dirt.

"Wither!" exclaimed Twilight, narrowing her eyes, "Why've you been chasing Angel around the forest?"

Wither stood back up, haphazardly brushing himself off. "That damned rabbit has been conspiring to see me bitten, vomit-soaked and hairless by the end of the day. I don't know about _you_, but I don't let things that actively plan my pain and humiliation go unpunished."

"Angel, you weren't trying to hurt Wither, were you?" asked Fluttershy, holding him up to her face. He shrugged casually, and nodded his head, casting a sidelong glare at Wither. The pegasus blinked. "O-oh. Well. Um. It's good that neither of you were hurt."

"Oh, believe me, there _will _be hurt," growled Wither, advancing upon Fluttershy and Angel. Twilight held out a foreleg, halting Wither's advance as Fluttershy leapt backward with Angel huddled closer to her.

"Wither, no, I think that's enough."

"The hell it is, the rabbit's still alive."

"I'm sure you've got much better things to do than try and hurt Angel!"

"Not really."

Twilight gave him an exasperated look. "Wither, come on, let it go."

The gaunt stallion gave Angel a vicious look, growling quietly. "Perhaps not today, but one day, I will end you, you wretched ball of fur."

Angel stuck his tongue out at Wither as Fluttershy held him closer. Wither snorted and shoved his way past Twilight, stomping off back towards Ponyville and muttering about cleaning himself off. Twilight sighed heavily; Fluttershy only relaxed when Wither was out of sight."

"U-um, Twilight… I don't think it was the best idea to, um, you know…"

"Yeah, I know. I'm sorry, Fluttershy… come on, let's—"

Twilight blinked and snapped her gaze towards the deeper parts of the forest, staring. The unnerving, unnatural pulse of magical energy lasted only for a fraction of a second, but was enough to get her attention. Fluttershy followed her gaze and saw nothing but trees. Growing a bit worried, she let out a whimper.

"Twilight, what is it?"

"It's… nothing," said Twilight, not managing to hide a frown. "Come on, what else did you need help with?"

* * *

Wither didn't show up until late evening, when Twilight had been long finished with helping Fluttershy tend to her animals. The purple unicorn had been in the middle of writing, and Spike was already sleeping, when someone knocked hard several times on her door. Twilight got up and answered it with a sigh and a disapproving expression.

Wither, no longer dirty but rather damp, greeted her with his ever-present scowl. His eyes flicked over to his makeshift bed, then back to Twilight. The purple unicorn looked at him for a few more moments before letting him in, at which point Wither immediately stomped over to his pile of blankets, laid down on them, and went to sleep. Twilight closed the door, locked it, and returned to her desk to finish writing her letter.

_Dear Princess Celestia,_

_I've started to think that keeping Wither here in Ponyville isn't the safest idea…_


	5. Cupcakes

**Cupcakes**

"Pinkie," whispered Twilight, "are you sure?"

"Yep! One hundred and ten percent! I can get him to smile even if it takes all I've got!"

Twilight frowned slightly, glancing over at Wither. The pale pony was busy reading yet another book on magic, pretending not to hear the two mares. He and Twilight hadn't exchanged any sort of words after his attempted thrashing of Angel the previous day.

"It's not so much that I don't think he's physically capable of smiling, as much as it is I'm growing worried about his behavior. He tried to run Angel Bunny down, yesterday."

Pinkie Pie gave Twilight a bright grin, patting her head several times. "Don't worry! I've prepared for everything! He's in for a _super_ fun _surprise_ if he gets too grumpy!"

Twilight blinked. "I'm… starting to wonder who I should be concerned for, now."

The pink party pony simply winked and hopped over to Wither, leaning in close to read whatever he was reading.

"Hiya, Wither! How've you been since the party? Good? Super-good? Super-duper-good? Triple Super-"

"I," growled Wither, flicking his glare from the passage on portal magic to Pinkie's smile, "am perfectly fine, and currently attempting to _read_. Leave me be."

Pinkie tilted her head. "What's the matter? Are you homesick? Or sick-sick?"

He gave Pinkie a flat look. "Neither. You understand that I could _hear_ you two the whole time."

"You could?" asked Pinkie, putting a hoof to her chest in exaggerated surprise. Wither rolled his eyes heavily, looking back to the book. The party pony followed his gaze, peering closely at the book.

"What're you reading about? Magic? What kind?"

Wither took a deep breath, suppressing the urge to buck her though a wall. "Portals. Portal magic. Teleportation. Shapeshifting."

"Teleportation sounds super fun! I've always wanted to try it but Twilight says it's too dangerous and besides, I move really, really fast anyways so I'm not missing out on much!"

From her spot across the room at an experiment table, Twilight blinked. "Well, it's true! Teleportation and portal magic is very dangerous, and even Starswirl the Bearded didn't risk too much research into the subject."

Wither simply grunted, flipping a page with only mild difficulty. "It shows."

"Ooh! Are you going to try and do portal-y magic with Twilight? But you don't have a horn—or do you? Is it hidden? Or invisible? Do you have special powers that let you use magic without a horn? Because if you did, that'd be kinda cliché but really neat!"

"What," growled Wither, looking back up from his book and at the pink pony, "do you _want_, you hyperactive ball of idiocy?"

Pinkie frowned, feigning hurt feelings. "Well, I was going to ask you to help me with baking a special order. But if you're gonna be so mean…"

The pale stallion wrinkled his nose. "I detest any and all forms of cooking. Not interested."

"But it'll be fun!" assured Pinkie, gesturing wildly with her forelegs as she talked. "And really dangerous, and super exciting!"

Wither closed his eyes. "I am not nearly so bored as to bother risking my sanity by traipsing about with the likes of YOU for a day. Go away, I have reading to do."

With that, Wither flicked his eyes open and looked back down at his book.

Except there wasn't a book. Just empty space. Blinking and narrowing his eyes, Wither looked up to tell Pinkie off—only to lay his eyes upon the sight of Twilight Sparkle's now completely book-less library. Every shelf, every table and every bookcase was entirely barren. Not a single dictionary volume, not even the smallest poetry booklet, remained on the shelves. It was as if they'd all simply ceased to exist.

Wither fully registered the complete and utter lack of literature around the same time Twilight did, and they cried out in unison—Wither in mild astonishment, Twilight in absolute horror.

"Where the HAY/HELL did all the books go?!"

Pinkie Pie gasped, popping up on Wither's right, her hooves held over her mouth. "Twilight! Someone's taken all of your books! This is terrible!"

Twilight blinked, her right eye twitching as she looked around the barren library. "I… Pinkie… how… what…?"

"Don't you worry," said Pinkie, wrapping a foreleg around Twilight's neck, "Wither and I'll get it all sorted out! We'll find the _spine_less thief and get your books back, faster than you can say 'encyclopedia'!"

Twilight plunked down onto her backside, staring blankly. Pinkie took this as an "okay" and bounced towards the door. "C'mon, Wither! We're going to find us a book-snatcher!"

Wither set his jaw, tail flicking in irritation. "Look here, I'm not about to go on some sort of fabricated chase—"

"Well, looks like Twilight'll never get that book you were reading back…" said Pinkie, looking over her shoulder at Wither with a mischievous grin. Wither exhaled slowly and gnashed his teeth.

"I hate you."

"Not as much as you hate book thieves, I bet!" chirped Pinkie, throwing a foreleg around Wither and more or less dragging him out of the treehouse.

* * *

"Where did you put the books?" asked Wither once he and Pinkie had made it not ten feet outside of the library.

Pinkie, who had donned an odd-looking hat, a monocle and a fake mustache, scanned the street for "clues". Though what those clues were, Wither had no idea.

"Oh, they're in my room at the Sugarcube Corner! Once we get there, I'll just put them right back!"

Wither grunted. "I'm more than sure the unicorn has realized that you simply took them. Though _how_ you managed such a thing is beyond me."

"Don't worry, I've done this before. We have about half an hour before she gets over the shock; that's plenty of time!"

Wither rolled his eyes. "Plenty of time for what?"

Pinkie stowed away the detective paraphernalia who-knows-where, and bounced in a happy circle around Wither once before continuing onwards.

"Making trick cupcakes, of course! They're a real special order, from Canterlot."

"I believe I've already stated my hatred of cooking. This isn't—"

"Oh, you won't be doing the cooking part! You're gonna be doing the hold-all-the-ingredients-especially-the-diluted-Po ison-Joke part!"

Wither scowled. "That's only marginally less irritating than actually cooking."

Pinkie bounced particularly high as Sugar Cube Corner came into sight, grinning. "Dontchya mean _margarine_ly?"

"No. No, I don't."

Before any more puns could be made, Wither practically stormed his way into Sugar Cube Corner, Pinkie on his hooves. The place had a modest amount of customers, all of whom seemed a bit off-put by his sudden and rather angry appearance. Staring around at the confectionaries and tables, Wither left the act of introductions to Pinkie.

"Mr. and Mrs. Cake, this is Wither! He's gonna help me with the special order!"

From their spots behind the counter, the Cakes, in unison, glanced cautiously from Pinkie to Wither. Wither simply gave them a flat, "I-don't-want-to-be-here" look. Mr. Cake nodded very, very slowly.

"Alright, well, if he knows what he's doing, I don't see anything wrong with him giving you a hoof."

Just as Wither opened his mouth to state that he, in fact, did not know what he was doing, Pinkie squealed "Great!" and whisked him away with surprising speed into the kitchen.

The kitchen looked much as Wither had expected it to look; nauseatingly bright and cheerful in its coloration, packed to the brim with all sorts of cookware and ingredients. Of particular note, though, were the items laid out on the kitchen's center table; an expensive-looking bag of flour, a sack of sugar, several eggs, some butter, a bowl of frosting, a tray of gritty blue powder, at least half a dozen empty bowls, pans, and cups, and a vial of faint purple watery liquid.

Wither narrowed his eyes, giving the ingredients a once over. "What's all this?"

"Most of the things that we're gonna need to make the Cupcakes!" said Pinkie, bouncing over to the table and gathering up several of the ingredients. "But I need the entire table to do the necessary mixing, so you get to hold everything!"

"Just how am I supposed to do that?"

"Just stay really, really, really still!"

With that, Pinkie started placing things all over him. Several bowls, including the one with the frosting, were balanced upon his back, the eggs were placed on his hindquarters, the sacks of flour and sugar went on his shoulders. Pinkie carefully slid the tray of blue powder onto the top of his head, and as he opened his mouth to angrily protest, she shoved the vial of liquid into his mouth, positioning it so that the neck and cork protruded out from his lips. Miraculously, everything stayed perfectly balanced.

Blinking once, Wither gave Pinkie a look of pure anger, but otherwise remained motionless. Giggling, the party pony started to get to work; cracking eggs and pouring in sugar, flour, and water.

"Yep! All you've gotta do is stay really still. Especially with the tray of Poison Joke powder."

Wither glared up at the tray of powder being precariously balanced on the top of his head for a few moments, and then cast his gaze back around the kitchen while Pinkie worked.

He noticed out of the corner of his field of vision that something had snuck into the room; a tiny, green, reptilian thing with large purple eyes. The creature blinked said eyes, one after another, and stared blankly at Wither. Wither stared back as best he could, though it was a bit hard to do given the tray of supposedly poisonous powder on his head. The pseudo-staredown last for several short moments before the green thing started waddling over to Wither. He narrowed his eyes and gave an irritated "Mmf" Pinkie's way. She looked up from her batter-mixing, frozen in a rather ludicrous position.

"What is it?" she asked, tilting her head to the side, eyes flicking to the reptile, which was rapidly approaching Wither. "Oh, it's Gummy! Say hi, Gummy!"

The reptile blinked once more, one eye after the other, and stared up at Wither's tail. Wither scowled, flicking his tail once.

"The hell is that?" he asked, though with the bottle in his mouth it came out as a string of gibberish. Pinkie bounced over to him with a small spoon, rearing up on her hind legs to carefully scoop up a generous portion of the powder from the tray on his head.

"What did you say? You want a new hat?"

Wither deepened his scowl, repeating himself to little avail. Pinkie tilted her head.

"You like cats?"

He sighed and started to repeat himself once more, but was stopped by an odd sensation on the tip of his tail. He gave it a flick and felt some sort of new weight added to the end. Growling, he gave his tail another twitch, more violent this time, but whatever was on his tail refused to let go. He mumbled his displeasure to Pinkie, who looked up from her baking once more and giggled.

"Aw, Gummy likes you!"

Assuming that the rather unique feeling of his tail being gnawed upon by something without teeth was the work of Gummy, Wither simply growled and fell silent. Several minutes went by and Gummy kept on trying to eat his tail as Pinkie hopped over to him for bits of flour or scoops of powder. Then, at last, as Wither's mouth was starting to ache from the bottle of liquid, Pinkie let out a cheer.

"Almost done! Now for the flavoring…"

In a pink flash, the empty trays and containers were cleaned off of Wither, save the bottle in his mouth. Before he could do anything, though, Pinkie yanked the cork out of the bottle and smacked his head forward and over the bowl, pouring the liquid into the cupcake mix and turning it an eye-blistering mix of blue and purple.

Once the bottle was empty, Wither brought his forelegs up, yanking it out of his mouth. Tossing the saliva-covered bottle aside with a loud clink, he worked his jaw this way and that, rubbing the sore muscles.

"You do that again and I'll turn _you_ into one of these damn cupcakes."

"Aw, don't be so grumpy," admonished Pinkie as she deftly poured the bubbling, vibrant-colored batter into a shiny cupcake tin, "You got to do a super-special once-in-a-life-time job!"

Wither scowled, looking behind him to find that, sure enough, Gummy was still firmly latched on to the end of his tail, chewing at it with his nonexistent teeth, blinking every so often. The stallion waved his tail several times more to no avail; the little reptile was content with where he was.

Wither sighed. "Your cupcakes are done. What now?"

"They're not done yet, they've gotta bake first!" chirped Pinkie as she slid the cupcake tin into the oven. She paused for a moment, and then gasped loudly. "And Twilight's gonna come out of her book-shock right about now; you watch them bake and I'll put her books back. You get a promotion to Cupcake-watcher, too!"

"Oh, how wonderful," growled Wither with a roll of the eyes. Pinkie nodded, grinning as she bounced out the door.

"It's super great! Oh, and be careful! If the cupcakes get disturbed before they're done, things might get crazy!"

"I… _wait_, pink one, define crazy."

The only answer Wither got was the far-off sound of a door closing.

Wither took the time to glare at the oven and the cupcakes within for several moments, and then returned his attention to Gummy, who had redoubled his efforts at consuming Wither's tail.

"I don't know _what_ you are or _where_ you came from, but you are getting off of my damned tail."

With that, the pale stallion snorted and gave his tail one final, violent vertical thrash. The toothless reptile lost his grip and was sent flying headlong into a large set of ingredient racks, eliciting an ominous wobble. Wither stared up at it for a moment, ready to leap to the side, but eased up once it settled back down and Gummy slunk off to a different part of the kitchen.

"Toothless little pest…" growled Wither as he craned his neck around to inspect what Gummy had done to his tail.

Or at least tried to, given the fact that the very same moment he turned to look, a bag of flour from the tallest shelf of the racks that Gummy had flown into lost its battle with gravity. Coming open half-way down, it poured its contents all over Wither in a cloud of white dust. The flour bag itself came to a rest sideways on his head, caught on his left ear.

The sound of hooves on tile announced the arrival of Mr. Cake, who peeked his head in through the threshold to gaze at the kitchen.

"Is everything going well… in… here…?"

Wither slowly turned his head to Mr. Cake, snorting a puff of flour from his nose. "Just. Fine."

* * *

One bucket of water and a very long string of Wither's irritated assurances later, Mr. Cake checked up on the cupcakes (being very careful not to so much as touch the oven as he looked into it) and left the de-floured Wither to his own kitchenly devices.

Though, in all honesty, there was not much for him to do. The little white timer left on the stove counter said that there was still half an hour to go before the cupcakes had finished. As much as he wanted to he found that he couldn't very well leave, lest the cupcakes go "crazy" and the ponies believe that he was incapable of doing something as simple as watching a few cupcakes; and he wasn't about to have that.

So, Wither settled down onto his hindquarters and stared at the slowly rising cupcakes from the tinted glass of the window oven. He fixed his bright blue eyes on the not-entirely-baked treats and let his mind wander.

It wandered, specifically, to a topic that had been nagging at the back of his mind since his arrival: leaving. Not just Ponyville, for that was well within his means, but the entire world as a whole. The more he thought about it, the more he growled and worked his jaw.

_Not a single damned word from the so-called princess. No possible way of replicating my… arrival. They obviously lack the power or gall to pull off such a task, anyway._

He looked down at one of his hooves, eyes narrowing.

_Suicide… no. Suicide is no longer a damn option. I'm not about to back out of this wretched existence like a coward; these horses won't get the better of me._

He stamped his hoof on the tile, snorting.

_Granted, I should be dead and gone by now, anyways. Why didn't she do it right, instead of—_

Wither found his train of thought interrupted by an all-too-familiar feeling on the tip of his tail. Sure enough, Gummy had reattached himself and was now gumming contentedly on Wither's tailhairs. The little crocodilian met Wither's gaze and blinked once. The stallion scowled.

"Oh, no, you little pest, I'm having _none_ of that. Off."

He shook his tail several times, as a warning, and then stood swiftly, turning his body and snapping his tail to the side, inadvertently slamming his hip into the stove and shaking it rather hard as he did so.

Gummy let go of Wither's tail mid-swing, doing several somersaults in the air before landing on his feet on top of the stove with a loud clank. He blinked once and opened his jaw, then tapped his foot on one of the burners. Suddenly, he hopped off of the stove and, with a loud scurrying sound, ran out of the kitchen. Wither glared after him for a moment, and then returned his attention to the cupcakes.

He saw, however, to his dread, that the cupcakes were shaking rapidly in their tin. Even as he watched, they seemed to turn a nauseating shade of purple and expand at an astonishing rate from their cups. The heat of the stove's metal didn't seem to have any effect on them as they quickly filled the stove up.

"Oh, that's not good! They're expanding! And if they grow too big they might just expand over all of Ponyville! Which would make the world's biggest, best cupcakes, for sure, but then we'd all be stuck in the middle of a couple giant cupcakes and we'd probably have to eat our way out, and it sounds really fun for the first couple of hours but then you get a tummyache, and—"

The high-pitched voice of Pinkie Pie came out of nowhere from Wither's left side, causing him to jump and scowl.

"Where the _hell_ did you come from and how the _hell_ do we stop this nonsense," he said, waving a hoof at the stove. Pinkie seemed at once worried and excited.

"Well, y'see, when you eat them, they make you sing uncontrollably—that's why you need the Poison Joke in there, so that people that normally wouldn't sing will sing all day! The magic potion and Joke powder in the cupcakes are really sensitive to vibrations and movement when they're both heated together, though."

"That makes absolutely no sense," said Wither, scowling and shying away a bit from the oven, which was starting to be forced open by the cupcakes, "but I don't quite care in that regard; how do we stop them from expanding?"

"Well, there's two parts! First, we have to not touch the cupcakes…"

Wither nodded. "That's doable."

"And we've gotta sing!"

"How about no."

Pinkie frowned. "But you've got to join in! Even though your voice is all rough and gravelly and off-pitch…"

Wither gave her a hard stare as they both backed away in unison from the oven and the cupcakes. "I'm not singing. I don't sing."

"You've got to speak, at least! It'll be fun!" said Pinkie, rubbing her throat and blowing a small note on a kazoo.

Wither sighed. "Fine. Get on with the song then."

"Okie dokie lokie! I haven't got a brand new song, since this isn't an actual episode, but I've got an old favorite of mine that I bet you'll like!"

The cupcakes started to overtake the table in the center of the kitchen, pushing hard on the cabinets and drawers. Wither hissed. "Whatever! Sing!"

"Remember to s—er, talk along! Here goes nothing… Ahem!"

Pinkie stood up on her hindlegs, took a deep breath, and launched into song.

"_My name is Pinkie Pie,"_

"I… what?"

"_And I am here to say,"_

"Out with it."

"_I'm gonna make you smile,_

"_And I will brighten up your day!"_

"Doubtful."

"_It doesn't matter now,"_

"If what?"

"_If you are sad or blue,"_

"I'm not—"

"_'Cause cheering up my friends is just,_

"_What Pinkie's here to do!"_

"Since when am I your—"

"_'Cause I love to make you smile, smile, smile! Yes I do!"_

"You don't say."

"_It fills my heart with sunshine all the while! Yes it does!"_

"Mmhm."

"_'Cause all I really need's a smile, smile, smile,_

"_From these happy friends of mine!"_

Wither narrowed his eyes; the cupcakes' growth had halted quite a bit. "Keep it up!"

"_I like to see you grin!"_

"Alright."

"_I love to see you beam!"_

"That's just odd."

"_The corners of your mouth turned up,_

"_Is always Pinkie's dream!"_

"Nightmare is more like it."

"_But if you're kind of worried,"_

"Slightly."

"_And your face has made a frown,"_

"It's always been like that!"

"_I'll work real hard and do my best,_

"_To turn that sad frown upside down!"_

"You'll work yourself to death, then…"

"_'Cause I love to make you grin, grin, grin!"_

"I know."

"_Busted out from ear to ear, let it begin!"_

"I'd rather it not."

"_Just give me a joyful grin, grin, grin!_

"_And you fill me with good cheer!"_

The cupcakes started shrinking, now, slowly retreating towards the oven. They fell back enough to reveal Mr. and Mrs. Cake, along with a few townsponies, standing in the doorway with expressions of shock and awe. Pinkie ignored them, continuing on.

"_It's true, some days are dark and lonely…"_

"I… well…"

"_And maybe you feel sad,_

"_But Pinkie will be there to show you that it isn't that bad."_

"It really is."

"_There's one thing that makes me happy,_

"_And makes my whole life worthwhile!"_

"Let me guess…"

"_And that's when I talk to my friends and get them to __**smile**__!"_

"Not your friend, but fine."

"_I really am so happy,_

"_Your smile fills me with glee!"_

"Not smiling."

"_I give a smile, I get a smile,_

"_And that's so special to me!"_

"To you, maybe."

"_'Cause I love to see you beam, beam, beam!"_

"Yeah, yeah…"

"_Tell me, what more can I say to make you see that I do?"_

"You've made your point."

"_It makes me happy when you beam, beam, beam!_

"_Yes, it always makes my day!"_

"Hard to believe."

"_Come on everypony smile, smile, smile!"_

"No."

"_Fill my heart up with sunshine, sunshine!_

"_All I really need's a smile, smile, smile,_

"_From these happy friends of mine!"_

The other ponies joined in as the cupcakes retreated further; they weren't half bad, either, as they reprised Pinkie's previous verse.

"_Come on everypony smile, smile, smile!_

"_Fill my heart up with sunshine, sunshine!_

"_All I really need's a smile, smile, smile,_

"_From these happy friends of mine!"_

"You just said that!"

"_Yes a perfect gift for me,"_

"Is what?"

"_Is a smile as wide as a mile!"_

"Really."

"_To make me happy as can be!_

"_Smile, smile, smile, smile, SMILE!_

"No."

"_Come on and smile!"_

"Just one more line."

"_Come on and __**SMILE**__!"_

Pinkie hopped up on the table and threw her forelegs out, a very big smile on her face. The cupcakes had receded entirely back into their cups, leaving the kitchen more or less unharmed. There was a moment's silence, and then there was the rapid-fire ringing of the timer going off. Pinkie hopped down from the table, slipped on a pair of oven mitts, clicked off the heat, and casually pulled the normal-sized, blue-and-purple, perfectly baked cupcakes out of the oven, laying them down on the table.

"They're done!"

Wither stared at them, and breathed a sigh of relief. "Good. Stupid things are more trouble than they're worth."

As the other ponies made their way out of the kitchen, Mr. Cake, clearing his throat, stepped over to the cupcakes as Pinkie gave them a liberal slathering of blue frosting. "Well, as out of hoof as things got you two handled it really well! I was concerned for a minute there…"

"Dontchya worry, Mr. Cake! We had everything under control!"

Wither scowled. "Overstatement of the century."

Mr. Cake cracked a grin of his own. "Well, the order got finished and nopony got hurt; that's what matters. Thank you for the help, Wither."

"I'll take my leave, then," said the pale stallion with a scowl, turning to exit.

"Hey, Wither!" chirped Pinkie, just before Wither left her sight. He turned to look at her.

The pink mare winked, waving a frosting spreader around. "Smile!"

With a roll of the eyes, he made his way out.

* * *

_To my Faithful Student, Twilight Sparkle,_

_I cannot help but offer you and your friends my sincerest apologies. I had anticipated that keeping Wither with you in Ponyville may prove to be unpleasant, but I did not believe that he would attempt to incite violence; with small animals, of all things._

_However, Canterlot contains a plethora of important artifacts and sensitive material that Wither may somehow gain access to if he were to stay within the city walls; and I would rather not have him roam the countryside unchecked and unhindered. It is my hope that by keeping him in the company of you and the other Elements of Harmony, his activities can be appropriately monitored and his attitude perhaps made less abrasive. Should he attempt to harm you, your friends, or anypony else (including Angel Bunny, again), however, do not hesitate to contact Luna or I with utmost haste._

_Rest assured, we are doing all we can to find a way for Wither to leave Equestria, but a spell of such magnitude and finesse is, at best, incredibly difficult to create and highly dangerous to perform. Until such time comes that we are capable of seeing him off in full, I trust that you and your friends will keep a suitable lid on things, perhaps even make his company less unpleasant._

_Although I have the utmost faith in you, your judgment, and your abilities, please do be careful._

_Sincerely,_

_Princess Celestia_

Twilight sighed as she re-read the letter a third time, casting a wary glance towards Wither, who sat on his bed of blankets, staring at yet another book on magic with a firm scowl and furrowed brows. She supposed that the Princess had a point. But that didn't make living with him less unpleasant.

Folding up the letter, she headed up to bed.


	6. Needles And Thread

**Needles And Thread**

"_No."_

"Why not, Wither?"

"Because _no."_

"I don't get why you're so intent on not helping Rarity; sure, she can get a little haughty at times, but she's nice!"

"That's what they all say."

Twilight frowned as she looked at Wither. "There aren't very many stallions here in Ponyville and most of them are busy with work. And you're one of the biggest ponies in town, she needs somepony of your stature to model a—"

"Whatever it is," hissed Wither, turning his back to Twilight and towards the window, glaring out at the overcast afternoon, "I am not bothering with it."

"Well, nopony else needs any help… and I don't think you're interested in romance novels, because they're the only thing left in the library that you haven't read."

"I'd sooner sit down and read them than spend a day with her."

Twilight took a deep breath; it had been three days since she'd gotten Celestia's letter, and it was three days of Wither doing nothing but sitting down, reading, and snapping at her whenever she tried to talk. He left, once, to buck apples over at Sweet Apple Acres, but other than that he hadn't left the library. It was starting to grate on her nerves.

"Wither, she needs the measurements done by tomorrow, she said. It's urgent!"

"Don't care."

"I'm sure she'd want to make you something to make up for it; saddlebags, maybe. I'm sure she wouldn't have a problem with—"

Wither scowled at Twilight from over his shoulder, interrupting her. "Am I in need of handouts, now?"

"I never said you were!" said Twilight with a scowl, "I just assumed that you enjoy gifts!"

"Not from the likes of her," growled Wither, snapping his eyes back to the window. Twilight simply responded with a sigh, the gears in her head turning, trying to figure out just how to get the stallion to go to Rarity's.

Then, with a smirk, she had it.

"Well, I guess she'll just have to find someone that isn't scared of dresses and needles."

At once, Wither did an about-face, eyes narrowed to slits. "I am afraid of _nothing_, Unicorn, least of all a damn dress."

Twilight tilted her head. "Oh! It's not the dresses you're scared of, it's _her_! I understand, now!"

"You don't understand anything," Wither hissed, "I am not afraid of an insufferable white unicorn."

"I'm not convinced."

"Oh, I'll show you, I'll go to her boutique and tear it down! Afraid of a damn horse… Nonsense."

As Wither stomped towards the door, Twilight looked over to Spike, who had been listening in with a mix of hopefulness, dejection and jealousy.

"You ought to go with him too, Spike. To make sure he doesn't run away."

Spike's eyes widened as he leapt up. "With him? To Rarity's? To visit Rarity? Sure!"

Wither scowled, kicking the door open. "As if I need some miniscule, wingless dragon to cart me around…"

Spike paid no mind to the insult as he giddily ran out the door, with an angry Wither on his heels.

"C'mon! Time's wasting!"

Wither snorted, letting the door slam shut as he trotted along after Spike. "Thinking I'm afraid of some high-society wretch. The unicorn is an idiot."

* * *

"I'm an idiot," said Wither as he approached Rarity's doorstep, having realized what Twilight had done halfway to the Boutique. Although he contemplated simply returning to the library, he wasn't keen on having a rumor that he was afraid of Rarity spread around. As a result, he swallowed his immense dislike for the purple-maned tailor and resolved to kick her through a mountain somehow once it was all through.

Spike, on the other hand, was absolutely thrilled at the prospect of being in Rarity's presence, though Wither couldn't fathom why. He was on the verge of simply diving through a window as he gave the doorframe a series of quick, rapid knocks.

"This is gonna be great! Are my scales shiny? Is there any dirt on them?"

Wither narrowed his eyes. "Keep up that dapper attitude and I'll kick you into a mud puddle."

Before Spike could retort, the door to the Carousel Boutique swung open to reveal the white-coated, purple-maned unicorn that Wither so thoroughly loathed. Rarity smiled warmly at the wide-eyed, eager dragon.

"Why, hello, Spike! I'm positively delighted to see you! To what do I owe the occasion?"

Spike grinned. "I just wanted to help out is all; d'you have anything that you need help with?"

"Oh, there are a few things," said Rarity, turning her attention to Wither. Her smile became more forced and her tone colder. "And hello to you as well, Wither. I thought you would reject my request of—"

"Brought here through wordplay and trickery, unicorn, not of my own will," snapped Wither, "Just get the nonsense over with and fast."

Rarity pursed her lips and nodded. "Very well. Come inside, and I'll show you to the fitting room."

Wither's sense of distaste grew when he got a good look at the inside of the Boutique. Dresses and saddlebags, hats and scarves, all manner of bright, frilly fabric adorned countless mannequins, almost all of them modeled after mares. Though by no means an expert in cloth or fabric, he assumed it to be of rather fine quality and excellent make. Mannequins and dresses aside, the Boutique was finely decorated in varying shades of pink, white and purple.

Save for a few glances around, though, Wither paid his surroundings little heed, glaring at the back of Rarity's head with the hopes of crushing it through sheer force of will. Spike stared at the back of her head, too, though he had an admiring look on his face.

They quickly arrived to a circular, mannequin-filled room with several mirrors and mounds upon mounds of neatly arranged cloth, organized by color and quality. Rarity came to a stop by a table that was filled with all sorts of sewing implements and turned to Wither and Spike.

"Well, now that we are here, we can get to work."

"On what?" the stallion and dragon said in unison. Rarity responded as she levitated a length of measuring tape.

"Two items for a stallion of roughly your height and build; a vest and saddlebags. Unfortunately, he is very busy and as such I've been incapable of getting the proper measurements. Being the tallest stallion here in Ponyville and yet of a rather… slim, build, you would have the same measurements, I think."

Wither grimaced, glancing over in the mirror at himself. He was still an unsightly combination of withered and muscular; he hadn't put on or lost any weight in the days he'd been in Ponyville. His face didn't look any less gaunt and skull-like either.

His thoughts were cut off as Rarity wrapped the measuring tape tightly around his chest.

"Spike, be a dear and tell me what the measurement is?"

Seeming to move faster than light, Spike darted to Wither's side and cheerfully called out the number. He repeated this for both of Wither's forelegs and his lower abdomen.

"You know," said Wither as Rarity wrapped the tape around the base of his neck, "making a rough damn estimate would work just as well as wrapping me in tape several times o—"

The tape tightened sharply for a moment, cutting off his words and the flow of air. Wither gagged, but in the blink of an eye the tape relaxed again. He glared over at Rarity, who wore a small, mischievous little grin.

"Precision is very important in regards to tailoring, dear."

The measuring tape coiled back onto the table, even as Rarity levitated several lengths of cloth from the poor-quality piles and started to work.

"Good, your measurements are done," said Wither, "this means that I can leave."

"You can't leave yet, Wither! I need to make a toile to ensure that my measurements are accurate and that the design works…"

"You do that," growled Wither, settling down onto the floor and glaring at a mirror. Spike dashed to Rarity's side as she sewed and stitched, handing her anything and everything she politely requested with breakneck speed.

Several minutes went by as such, until Rarity spoke up, casting her gaze momentarily to the scowling, silent stallion.

"May I ask you a question or two, Wither?"

He glared over at her. "Get on with it."

"You said that you come from quite far away, yes?"

"Far as you can get," he stated, cracking his neck. Rarity's eyes went to her work once more as she spoke.

"I have always held an immense interest in foreign fashions; tell me, what did you wear back home?"

Wither blinked, glancing down at himself, realizing fully for the first time that he was completely unclothed and so was just about everyone else. He didn't feel bashful or modest, though; they were just ponies after all.

"Me or the people around me."

"Well, either or; both, I do suppose."

"They usually wore… _wear_, cloth and other fabric. Style varies greatly."

Rarity nodded. "What sort, exactly? Cotton? Wool?"

"Don't know. Didn't wear cloth."

Rarity blinked. "What did you wear, then?"

"Platemail armor. Quarter-inch thick at the most. Had spikes on the shoulders."

Rarity paused in her work, lowering her half-finished saddlebag next to the toile vest to give Wither an incredulous, unbelieving stare. The stallion shrugged.

"Gave protection, which I often needed. Given the circumstances I didn't feel much if any discomfort. Was like a second skin of sorts."

"I… pardon me, Wither, but I believe that sounds incredibly restricting, unnecessary and somewhat tacky."

"Got used to moving around in it after decades of practice," hissed Wither, "And it wasn't unnecessary when I could've been run through at any time out in public."

Inwardly, he supposed that his taste in aesthetics was admittedly rather tacky. But now that he was acutely aware of his lack of armor, he felt incredibly vulnerable. He was sure that he wouldn't be able to procure any sort of armor anywhere, either.

Rarity frowned after giving him a long, strange look. "Well, certainly you couldn't have worn armor _all _of the time. Hearing of you trotting about in full battle regalia paints a rather absurd image."

"I wore a hood, too. Made of leather. Facemask covered the lower half of my face."

"A bit odd, but understandable," said Rarity with a nod, returning to her work. Spike cocked a brow.

"Why'd ya wear a mask?"

Wither narrowed his eyes. The honest truth was that his old body's face was by no means a pretty sight; in fact it resembled little more than a skull with a bone tight covering of pale skin with a rather horrifying amount of facial scarring. He wasn't keen on looking at himself, or with letting people know just how gruesome his face was. He wore it both to preserve his vanity and to instill a sense of fear in those he talked to. Well, assuming that he actually talked to them and didn't start bludgeoning them.

Spike, however, came up with his own answer. "Is it 'cause you're all mean and don't like talking to people?"

"Not exactly, but—"

"Or because your face is all hollow and ugly-looking?"

Wither scowled. "'Ugly-looking', says the lizard."

Rarity frowned, levitating the finished toile saddlebags; though they looked almost like a fine, finished product. They were colored a pale gold with a fine silver trim along the edges and an intricate silvery pattern all throughout. The bags weren't necessarily large or sturdy, made more for show than actual use. They flew smoothly through the air towards Wither as Rarity spoke. "Spikey-wikey is most certainly _not _ugly! He is _quite_ the handsome dragon."

Wither rolled his eyes and begrudgingly let Rarity magically put the saddlebags on as Spike beamed at the compliment.

"Well," said Rarity, tightening the laces on the saddle and observing it from several angles, "the saddlebags are an excellent fit; now for the vest."

"If the bags fit then the vest ought to, too," muttered Wither as the saddle was levitated off him.

Rarity shook her head. "Not necessarily; they're two entirely different and unique pieces of clothing, and they can't very well be expected to fit the same way."

Wither rolled his eyes as the saddlebags were tossed aside and the vest, a long and rather splendid thing with purple coloring and gold trim, was roughly shoved onto him. As he opened his mouth to reprimand the unicorn on her lack of finesse, he felt several sharp, stinging pains in his sides and shoulders, a feeling akin to as if he'd just hugged a rosebush.

"It's supposed to be a damned _vest_," hissed Wither as he squirmed in discomfort, "not an iron maiden!"

Rarity made an expression of surprise and hurriedly magicked the vest off of him. She brought it close and gasped.

"Oh, dear! I left several pins in! I'm terribly sorry, Wither, I should have paid closer attention."

Though she _seemed_ genuinely apologetic and sheepish as she removed the pins and sent Spike off to find bandages, Wither thought there was something a bit too pleased in the way she hurriedly went about making a few adjustments to vest.

Several minutes and a good five or so bandages later, Rarity pulled the now pin-less vest over Wither's head and through his arms, lacing it tight against his bony chest. Looking him over a few times from several angles, she gave a single nod. He glanced in the mirrors beside him and made a small face of disgust; in his opinion he looked absolutely absurd, standing there with a long

"Not too tight, nor too loose. The embroidering ought to go marvelously with the client's ivory coat. It could afford to be a little longer in the collar, but otherwise it fits marvelously!"

As Rarity lavished praise upon her design, Wither's narrowed eyes caught sight of her cutie mark; a small collection of diamonds. This struck him as odd; Twilight'd said that they were indicative of talents, and yet Rarity was a tailor.

"And of course, he is of a slightly less bulky build than you, so—"

"The mark on your side is a set of gemstones."

"I beg your pardon?"

Wither gestured to her flank, which she covered up with her styled tail. "Gems as your mark. But you're a tailor, not a jeweler."

"Well, yes, that's quite true, but I use gems heavily in my tailoring work—"

"Still a tailor," said Wither, earning a refined look of disdain from Rarity.

"Yes, I _am_ a tailor, but I acquired my cutie mark as a result of a spell I had made when I was a filly that allowed me to sense gems."

Wither narrowed his eyes. "Makes more sense for you to be a damn jeweler."

"Although gems are pleasant and easy to work with, I prefer tailoring," said Rarity as she set to work making another vest and saddle, though this time from what looked to be fine-quality cloth. "It's a sophisticated, beautiful art."

"Bah. Professions. Overrated wastes of time."

Rarity quirked a brow, eyes glued to her work. "How did you get by back home then, if I may ask?"

"Total self-reliance. Had an easier time of it than most, much easier."

"Ah, I see. Perhaps that explains your lack of manners."

"No," said Wither, "the fact that 'manners' are meaningless explains my lack of them, unicorn."

"I would _not_ call acting in a decent, polite way meaningless."

"I would. It doesn't matter so long as the point is made clear."

"And if such a point is boorish, distasteful or hurtful?"

"Oh well," said Wither mockingly, rolling his eyes. "Pity for the pony with the hurt feelings. Things get done quicker when they're made plain and simple. Conversation isn't an exception."

"Well, that may very well be, but the most direct course isn't always necessarily the best."

Wither opened his mouth to retort, but snapped it shut with a scowl and flicked his gaze to the window. Though the measurement-taking hadn't taken long, the afternoon was starting to give way to evening; and he was rather keen on spending as little time with Rarity as possible.

"It's getting late. Is your tailoring nonsense done with, unicorn?"

Rarity didn't glance up from her meticulous stitching. "Well, not exactly, but I do believe I have all the measurements I require. Your presence isn't required any longer."

Wither gave a grunt of affirmation, heading for the door. Spike, who had been dreamily gazing at Rarity while she worked for the past few minutes, snapped to attention.

"Aw, wait, we're leaving? Already? I—"

"I'm not about to have you hold my hand back to the library," snapped Wither, narrowing his eyes at Spike. "You can go back later, without me."

"Wha—really? Oh, that's cool, tell Twi I'll be back… soon…" said Spike, trailing off as Wither half-stormed out of the Boutique. Rarity gave a sigh of relief as she turned to the window to make sure he was leaving.

"_Finally_ that brute has left! I was half afraid he would start breaking things."

"Oh, he doesn't, uh, do that," assured Spike. "He mostly just sits there and reads and looks angry."

"I admire Twilight's patience in regards to housing him," said Rarity, turning back to her work, "But, anyway, enough talk of that unpleasant, uncouth stallion."

Rarity carefully observed a part of the saddlebags, and then turned to Spike with a smile. "Do you suppose you could help me with this particular bit of stitching…?"

* * *

As Wither half-kicked the door open to Twilight's house, he was met with the peculiar sight of the purple unicorn staring out of her window in the rough direction of the Everfree Forest. Her horn was glowing softly and her expression was one of confusion and concern. The stallion rolled his eyes and cleared his throat.

"The hell are you doing?"

Twilight blinked, seeming to snap out of whatever state of concentration she was in to give Wither a neutral look. "Oh, hello, Wither. I was just… searching."

Wither narrowed his eyes, starting to make his way towards his blankets. "For what?"

"Well, I've been getting a really weird feeling from the general direction of the Everfree Forest these past few days. It feels like somepony's above me, staring down at the back of my neck. It's growing in frequency and intensity."

Images of the eerie stone monolith in the barren clearing flashed to Wither's mind for a moment, but he pushed them aside. "What's causing it?"

"Well," said Twilight, casting a wary glance back out the window, "that's what I've been trying to find out. Some of the other unicorns in Ponyville are starting to feel it too, though not as much as I am."

Wither shrugged. "Said yourself that there's an endless supply of 'evil' nonsense in the forest."

"Well, I wouldn't say endless, but the Everfree Forest isn't exactly safe; I'm sure you found that out when you went chasing Angel."

Twilight paused, head tilted. "I… wait, that was the first time I felt it, when you chased Angel through the forest. Did you see anything weird?"

"I saw a multitude of 'weird' things in that damn forest," said Wither defensively, "You want me to name them all off?"

"Well, no, but did anything stand out in particular?"

Wither paused a moment to think; or at least appear to think. "No. Frankly, if you're concerned, go into the forest yourself and try to find it."

"That's incredibly risky and there's a pretty slim chance of finding what's causing it," said Twilight with a small frown, "but it's quickly becoming the only viable option."

"Of course it's the only viable option," growled Wither, settling down onto his blankets. "Back on my damned world if something was amiss, you took a battalion of idiots with arms and armor and ran around the wilderness until you found what's causing all the trouble. If you were lucky, you found it and killed it. If you were unlucky, it found you and chewed on your bones."

Twilight rolled her eyes. "Well, you certainly must have been lucky."

"No, I wasn't," Wither hissed. Twilight blinked, eyebrows rising.

"Oh. Is that how you… um…"

"No. It got me killed but it didn't send me here."

"I… what? But, if you weren't sent here by—"

"Bah, please," said Wither with a roll of the eyes, "Simply keeling over dead isn't enough to send a soul into an equine hell. I died three times, and the last was what did it."

Twilight stared at Wither for a long moment, her mouth agape. Wither returned the stare, eventually blinking and narrowing his eyes.

"_What_?"

"Three times? That's… that's beyond not-possible!"

"It's a long damn story," Wither muttered as he laid his head down and snapped his eyes shut. "for another damn time. My excursion with your high-class tool of a tailor friend has drained my reserves of patience, anyway. Let's just say for now that I wasn't _normal _after death number one."

Twilight furrowed her brows, opening her mouth. Before she could speak, though, Spike crossed the threshold, looking rather happy as he greeted her and Wither. She decided against trying to get more out of Wither with Spike present; she'd have better luck some other time, surely. Wither's words and the question of what exactly was in the Everfree gnawed at the back of her mind, though. After a letter to Princess Celestia and a small bit of reading, she laid down to bed. It was a long while before she got to sleep; and when she did, her dreams were far, far less than pleasant.

Waking up once at the conclusion of one of these grim, foreboding dreams, she a cast a glance outside her window, staring out at the midnight sky and setting her jaw.

_Whether he's lying or exaggerating, that's just not possible. I'll get to the bottom of his claim, and once I do, I'll go and find whatever strange presence is in the Everfree._

Nodding once to herself, she fell back onto her pillow and returned to her fitful slumber.


	7. Pride and Prism

**Pride and Prism**

"Enlighten me as to why I am perched upon this hill," said Wither, sitting on his hindquarters on the aforementioned hill. The sky was cloudless, the sun was bright, and Ponyville was a mile or so away.

The sky-blue pegasus that hovered ten or so feet in front of him did a little somersault in mid-air. "Because Fluttershy's off buying animal food, Pinkie's got baking stuff to do, AJ's busy with the farm, and I need someone to watch my stunts!"

"Joy."

Truth be told Wither would rather have been kicking trees, or carrying animal food bags, or even risking life and limb for the sake of confectionaries. However, to his disappointment, Twilight insisted that he spend a day with Rainbow Dash, as he hadn't gotten a chance to really get to know her. And when he vehemently refused, she simply shrugged and asked whether or not he had a phobia of rainbows.

His angry denial that he had no such phobia, as a result, led him to the hill. Rainbow Dash hovered a scant few feet in front of him, forelegs crossed.

"Have you ever seen a pegasus flight show before?"

"No, I haven't."

"Didn't think so, kinda hard for a non-pegasus to get up in the clouds."

"As if I'd want to traipse about on a damned cloud for a day."

"Well," said Rainbow, flying up high into the air, having to half-shout to make herself heard, "maybe you'd be less cranky if you spent a day up here."

Wither scowled. "Wouldn't make you any less annoying. Get on with the damned 'stunts'; every second I spend sitting here is a second wasted."

The pegasus rolled her eyes, less keen than ever on having Wither as an audience. Nonetheless, she had to practice, and she had to have someone watch. Without further ado, the rainbow-maned mare flew quite a ways up with a short, graceful flourish.

"NOW!" yelled Rainbow, though at her altitude she was barely audible, "PAY ATTENTION AND TELL ME WHAT YOU THINK!"

Wither sighed, waving about a foreleg in a "get on with it" fashion. What he was expecting was a paltry, half-baked collage of midair twirls and loops that the pegasus had slapped together and arrogantly called "awesome."

What he quickly realized, though, was that if Rainbow Dash was good at anything, it was flying. Flying _fast_.

The display started off simple enough, high-speed turns at almost impossibly sharp angles and rapid barrel rolls done in quick, dizzying succession. Wither wasn't quite expecting the rainbow-trail effect produced by the pegasus' tail and mane, and the shimmering outline of her various rolls, flips and turns quickly burned itself into his vision. From there, she started going even faster, lines so fast and turns so tight-maneuvered that her multicolored flight trail weaved dazzling, complex shapes in midair. Clouds, thunderbolts and intricate geometric patterns; she even made what Wither thought was a turtle.

After a rather impressive, completely vertical corkscrew of vibrant multicolored light, Dash took a moment to pause, spreading out her forelegs in what Wither understood as her asking "How did I do?" To this, he worked his jaw to the side, shrugged, and gave a single half-hearted nod.

Privately, the gaunt stallion was somewhat impressed. But he wasn't about to toss more fuel onto the blazing bonfire of Rainbow Dash's ego.

Dash scowled at Wither's lackluster response, not sure whether to think he was genuinely unimpressed or if he was just being his usual mean-spirited self. She guessed it was a combination of both. Regardless, she nodded and, with several furious flaps of her wings, shot off even higher into the air.

For a moment, it looked as if the pegasus was simply flying in aimless circles. It quickly became apparent that she was, in actuality, gathering up stray clouds into one large platform, high above the air. Once she'd cobbled them all together (a feat which took all of ten seconds, it seemed), she flew a good fifty feet up, and then with a prismatic flourish, slammed right down onto the cloud.

Almost instantly, the cloud let loose a blinding torrent of rain, soaking the grass and trees below. Rainbow did a great arcing backflip off of the cloud and started zipping around within the rain, doing all manner of tight turns and quick rolls.

The result, as Wither could quickly and quite plainly see, was an eye-watering, vibrant rainbow display in the form of Dash's cutie mark, shown in what seemed to be three dimensions thanks to the rain. Flying up in a vertical corkscrew, the pegasus flared her wings out and perched herself on the stormcloud. She gestured one hoof to the design, then pointed it at him.

Wither shrugged.

That seemed to do it. Fuming, Rainbow flared her wings out and rocketed upwards with enough force to tear the stormcloud apart. She flew up, higher and higher, until Wither couldn't even see her anymore. For a moment, he thought that she'd left in aggravation; but soon, he heard a faint whistling sound. The whistling grew louder and louder and Wither caught sight of Rainbow Dash once more; and she was flying at a ninety-degree angle towards the ground.

He had cracked his neck and started to wonder just what the pegasus would look like as a bloody smear when he heard a deafening crack that shook the trees and rattled his bones. Rainbow Dash seemed to explode in a brilliant, dazzling flash of multicolored light that flared outwards like an explosion. Mere feet from the ground she pulled up and skidded to a stop twenty feet or so from Wither, rainbow trail following close behind.

"Well?" asked the pegasus, panting slightly. "Was that good enough for you?"

"I can think of several dozen damn things I'd rather watch. Regardless," he said as Rainbow seemed to get ready to yell at him, "my interest has been raised; what the hell was the explosion?"

Rainbow Dash narrowed her eyes at him for a moment before starting to explain. "A Sonic Rainboom; my own special stunt. It only happens when I go really, _really_ fast."

Wither rolled his eyes at that. "Sounded more like a cannon shot than a little flying trick."

"Little?!" exclaimed Rainbow, her voice cracking and her wings flaring out. "It's big! It's amazing! It's the most awesome move in Equestria, bar none!"

"It's a loud bang and a bunch of bright lights," said Wither, straightening up a bit as he scowled down at Dash. "Anyone with a set of fireworks can do what you've done."

"Nopony else can do what I just did! I think you're just jealous."

Wither snorted. "_Jealous_? Of the likes of you?"

Rainbow nodded, flying up into the air a few feet and crossing her forelegs. "I'm cool, super fast, good looking, super talented, have a job at the weather factory, have the Wonderbolts' autograph, and I actually have friends. I'm about one-hundred-and-twenty percent more awesome than you."

Wither slowly narrowed his eyes. "I am leaps and bounds more resilient, knowledgeable and intelligent than you. At one point in time I could have very well froze your stupid little backside solid."

"Oh yeah?" said Rainbow, getting right up into Wither's face. "Go ahead and try, you big brute!"

Of course, Wither couldn't try if he wanted to, and he very, very much wanted to. He couldn't do much more than stand there and glare at Rainbow Dash in his current state; he was, after all, lacking in both a horn and a pair of wings. After a few tense moments of staring, he finally spoke.

"I have better things to do than suffer your presence, you rainbow-striped little braggart."

Rainbow scowled. "What happened to _freezing me solid_, huh?"

"I don't have the damn inclination to deal with the headache that—"

"You aren't even able to _do_ that! You don't have a horn!"

"I'm very much aware—"

"How did you even do it in the first place, huh?" Rainbow tilted her head to give him a chicken stare. "Unless you're making it all up, which you probably are."

Wither growled. "I am not making anything up."

Rainbow put a hoof to her ear. "Huh? What's that? I can't hear you over the sound of all the things you're totally making up."

"I am going back to the damn Library," hissed Wither, doing an about face and trotting towards Ponyville. "This conversation is over."

"Hold it!" Dash flew over and hovered ten or so feet in the air to his left, glaring down at him. "This conversation totally isn't over. We've got a lot of stuff to talk about, most of it about you being a jerk!"

"How about you shut your mouth," said Wither, looking up at her. "and spare me the torture of your voice."

"See! Exactly! You've been really mean to just about everyone around Ponyville!"

"That's a damn exaggeration—"

"You were really rude to Rarity when you went over there."

"She deserved it."

"You kept threatening Pinkie Pie and wouldn't sing with her."

"That one's psychotic."

"You're stressing Twilight out and making her think she's gonna have to zap you."

"If she does it'll be because I decide I no longer want to deal with this nonsense."

"You keep insulting Spike."

"And with good reason."

Wither stopped in his tracks, his path blocked by Rainbow Dash, who had firmly planted herself in front of him, giving him a look that could strip paint.

"You tried hurting Angel Bunny and made Fluttershy cry."

"The rabbit was asking for it and it's not my fault the yellow one—"

"That 'yellow one' is my friend! They're all my friends!" Rainbow flared her wings out, stamping the ground once. "And I don't really _like_ people who're mean to my friends and think they can act all nonch… nonsha… non…"

"Nonchalant."

Dash narrowed her eyes further. "Act all _cool_ about it!"

Wither stared down at her, setting his jaw. The pegasus' words had set his blood to a slow boil; she reminded him very, very strongly of someone he'd known in his past life. And he wasn't happy about it.

"If you're so damn upset, you little pissant, do something about it."

"Do something, huh?"

"Yes, do s—"

The next thing he knew, Wither was sailing through the air, propelled by something fast and rainbow-colored that had rammed into his chest. By the time he gathered his wits and his air the ground was a good hundred feet below him.

Wither raised a foreleg and brought it down hard in the small of Rainbow's back. In response she flared her wings out and came to an abrupt stop, causing him to jerk forward and start to fall. Before he'd gone more than a few feet, though, Rainbow wrapped her forelegs around his right hoof, holding him aloft.

Rainbow wore a look of intense anger, one mirrored by Wither. The pegasus' wings were beating extraordinarily hard and fast to keep them both aloft.

"Give me a reason why I shouldn't let you drop like the jerk stone you are!"

Wither pursed his lips. He wasn't ready to depart from his brightly colored hell just yet. "Because that is homicide, for one. For two, I'm not afraid of it. And lastly, what'd your friends think?"

Rainbow Dash furrowed her brow as she stared at him. Then, without a word, she flew onward; not as fast as she would have liked, but fast enough. Wither had no choice but to go along with the ride, half-yelling over the wind.

"If I give you a damn apology will you come to what little senses you have and let me down?"

"An apology? You wouldn't even mean it!"

"No, I wouldn't, but at least it'd be there."

"No way, no how."

Wither growled quietly, looking down at the ground below. An uneasy feeling came over him, tightness in his stomach and a small gnawing at the back of his mind. The more he stared, the stronger it became. Then he heard it.

'_Go on then. Show your subordinates how damn paranoid you are.'_

Wither blinked, taking a deep breath. He looked up at Rainbow, his gaunt face wearing a stony expression.

"Let me down."

"No."

"Let me _down_."

Rainbow glanced down at him. "Do you promise not to be a jerk to everyone?"

_The dead man hefted his tower shield, yelling. 'I WILL NOT BE CONTROLLED AGAIN.'_

"Just put me down, pegasus."

"That didn't sound like a 'yes'."

"_Now_."

Rainbow looked forward, grinning. "Alright. Here's your stop, Wither."

Wither followed her gaze, eyes widening.

In front of them was a very, very big rock wall. One that Rainbow very promptly threw him into.

* * *

_I never asked for any of it. Not a single damn bit of it. But it happened. And I accepted it, relished it._

_And I wrought havoc._

"Hey! C'mon!"

_I paid the price for it. But it looks like I'm paying damn interest, now._

"Seriously, not cool! Wake up!"

"Rainbow, don't slap him!"

"C'mon, it's fun!"

"Yes, but still!"

_I'll be having words with whatever deity is responsible for this. They will regret the day of their conception._

"I think he's waking up."

"Good! I'll take him up to the cliff again and—"

"Rainbow Dash!"

_But that talk will come another day._

Wither flicked his eyes open and his senses hit him all at once. He smelled grass and leaves and antiseptic and lavender. He heard chirping birds and singing crickets. He tasted an unpleasant mix of iron, dirt and bile. He saw a clear blue sky, a few treetops, and the faces of Twilight Sparkle and Rainbow Dash.

But it was the sense of touch that hit him hardest; or rather, the sense of pain, because every part of him ached, from his ears to his tail. He groaned, his tongue rolling around in his mouth to make sure all his teeth were still intact as he gingerly flexed his limbs. Thankfully he wasn't missing any teeth, nor was any of his legs broken. He focused his eyes on Twilight, then Rainbow, then on nothing.

"How long."

Rainbow rubbed the back of her neck. "Uh, a few hours. You didn't wake up the first few times I slapped you so I went to go get Twilight. And, um. Get lunch."

Wither glared at her. "In that order?"

Rainbow looked over to the side. "…Maybe."

Twilight sighed. "Luckily for you, Wither, you didn't manage to break anything; I fixed a few of the more serious bruises when I got here. Why did Rainbow toss you into a cliff?"

Wither rolled over onto his stomach, putting his legs underneath him. "Because I was 'a jerk'."

"That's what she said too," said Twilight, turning her head to give a sheepish-looking Rainbow a sharp look. "And even though he's a pretty big jerk you can't just go tossing him into walls."

"Yeah, yeah… Sorry, Wither. Kinda."

"What the hell ever," hissed the pale stallion as he forced himself upright, ignoring the painful yells of protest from his muscles and joints. "That's the last time I willingly stay in your company."

Dash scoffed. "I'm not complaining. Do you need a hoof getting back, Twi?"

Twilight shook her head in the negative. "No, I know how to get back to Ponyville. And I'm sure Wither's able to walk."

Rainbow nodded and soared away fast as she could. Wither watched her go with a tired, pained glare. As she vanished, he looked over to Twilight, who was looking at him carefully. Wither snorted.

"The hell is it?"

"That could've easily been number four on the 'death' counter, you know."

Wither shook his head. "I'm not talking about this damn nonsense now."

"What better time to talk about it?"

"When every fiber of my being isn't in pain."

Twilight frowned. "Look, you're going to have to start to explain things some time, Wither if you're expecting me to keep housing you."

"As if I'm reliant upon your generosity. I could easily live out here if I needed to."

"On your own? With nothing but your hooves?"

"Yes, on my own."

Twilight opened her mouth to say more, but paused, eyes wide. Wither furrowed his brow in confusion just before it hit him as well.

It wasn't strong, really; it was just noticeable enough for a tingle to go down Wither's spine. A swooping, eerie feeling, as if something malicious were perched just above him, staring down. He looked up and saw nothing but leaves and branches.

Blinking, he turned his head to Twilight, who was quite clearly agitated. "You felt that too, didn't you?"

"Yes. Like someone was staring at me from above."

"If even you can feel it… come on. We ought to get back to Ponyville. I'm not too sure it's safe out here."

Wither was tempted to ask her what, exactly, made her think it was safe to begin with. He couldn't find the energy to do so, however, and settled with wearily following Twilight back to her home.

* * *

He dropped like a stone onto the pile of blankets once he had arrived, and other than to nip at some food that Spike shoved his way, he didn't move an inch the rest of the evening.

He spent an hour or so staring out the window after Twilight had gone to bed, his bright eyes narrowed and his tail twitching every so often. It didn't sit right with him, whatever it was that was out there.

If it wasn't his problem before, he was sure it was his problem now.


End file.
